Lost Lovers
by The Slayer Years
Summary: AU story set in Ats Season 5. Fred got the hots for dear ol' Spike instead of Wesley and they became lovers. Chapter One takes off from Ats Episode 'A hole in the world'.
1. Chapter 1

**Ch.1 E-bay and one suspicious sarcophagus**

Fred studied the sarcophagus with mild curiosity. Well, it might have been a little bit more then mild - in fact she was itching to find out more about this mysterious delivery.

"I couldn't find any invoice on it," said Knox from the other side of the room. "Thought that maybe you got crazy on E-Bay."

Fred quickly assured him that she had not been shopping on E-Bay and walked around the thing that held her attention.

"Did you run a spectral analysis?"

"Yeah. Everything was bouncing off of it - which doesn't thrill me."

"Yeah? Let's not be hasty in opening it," Fred decided. "It's probably just a mummy, but…"

"Mummies can be a lot more trouble than you think." Knox smiled vaguely. "And you're seeing Spike now," he said out of the blue.

"Ohm… Oh…Okay…" mumbled Fred taken aback. "Er… That's not connected to mummies in some way…?"

"No. I just wanted to get it out in the air." Knox sighed. "And I'm totally good with it. I, I know that I've made advances…"

Fred felt just a tiny bit embarrassed.

"I'm sorry."

"Ohm…No! I didn't want you to feel uncomfortable," he hastily assured her. "I love working with you, and that's plenty - for me."

Fred gave him the sweetest smile in her repertoire.

"You're sweet."

"Who's sweet?" an enthralling voice asked behind her and she swung around with a little happy 'eek' sound, throwing herself in the vampire's strong embrace.

"Spike!"

The vampire kissed her passionately, before putting her down.

"You are a saucy wench," he smiled and then he saw the sarcophagus and was thrilled.

"A mummy! Long time I saw one of those," he mused and took a step closer to the thing.

"We're not exactly sure that it is a mummy," Fred declared and pressed herself against his back. "It could be anything for all that I know."

"Aha." Spike gave her a quick smile, but it was clear that his focus was mainly on the sarcophagus - which made Fred feel just a little bit jealous of that old, dusty thing.

"You shouldn't be touching that, man," said Knox with a hint of anxiety in his voice.

But Spike wouldn't be Spike if he actually had listened. Next thing he touched the lilac stone that looked like a jewel. And started coughing, to Fred's surprise.

She watched anxiously as he stepped back from the sarcophagus with his hand to his mouth and still coughing like a madman.

"What happened?"

"I don't bloody know!" the vampire said behind gritted teeth. "It opened, and there was air."

"Are you okay?" she laid a hand on his cheek and looked him deeply in the eyes.

"I think so. Man, that was odd!" He eyed the sarcophagus suspiciously. "Yeah, I'm fine."

"Are you absolutely sure?" she asked, concerned for his sake. Out of the corner of her eye, she suddenly noticed the grim expression on Knox's face. "Knox? Is there something we should know about this?"

The other men meet her gaze and shook his head.

"No. None that I know of. But I will get right back on it. See what it truly is."

"You do that." Fred dismissed the scientist and turned to Spike that seemed to look a little better. "Shall we get out of here? I promised Lorne that I would meet him for coffee."

"Sure thing, pet."

Fred was looking bewildered.

"It doesn't make any sense," she concluded.

"Just calling it as I see it," the green demon shrugged.

"But the cavemen have fire, that's what they live with in their caves. The astronauts should at least have some sort of weapons…" she ended her tirade when she suddenly came face to face with Spike. "Hey, there," she fired of a mega watt smile.

"I was actually just on my way to see you, luv." He returned her smile and leaned in for a kiss. "You taste like raspberry and chocolate."

"Oh…" She giggled and blushed all at the same time. "You like it?"

He leaned in for yet another kiss that took its time and when he draws back, Fred had a dreamy look on her face.

"It's the best taste ever," he assured her.

"How are you feeling, Spike?" she was still concerned over the nasty cough from earlier.

"Feeling just fine, duckling. I was planning on taking you out for a nice dinner tonight and I can assure you that I have no plans to turn up all wrapped in bandages."

Fred laughed at the mental image, as did Lorne.

"Take me out were?"

"Can it be a secret?" Spike gave her a cocky grin and she slammed him on the shoulder.

"Stop with the teasing!"

"I'll stop when you quit thinking it's funny," the vampire shipped.

"I don't…" The protest was quickly silenced with yet another kiss.

"Oh, cheez!" said Lorne and pushed right through them. "Get a balcony you two!"

Fred turned her head in his direction; "You still see me later, right?" she asked.

"I just look for the sunshine's," he mused. "You're my sunshine," he sang as he made his way down the stairs. "My only sunshine…"

Fred smiled and then focused on Spike that seemed to be in a very good mood.

"You make me happy…" the vampire serenades her.

Lorne's head whipped around just in time to see the vampire spit out blood.

Fred screamed when her lover suddenly started to descend from the stairs. He got caught up by a worried Lorne and when Fred finally reached them, the vampire had passed out.

"Get medical!" she screamed between uncontrolled sobs. "Someone get medical now!"

They had all assembled in the medical room and were now looking down at the weak vampire that quietly lay in his bed between white sheets.

"Look at you," he said coughing. "All here to see the fallen hero. I'm still a hero, right?"

"You'll always be." Fred strokes his tousled hair.

"Then I'm not a mummy?"

"Well - if you were you certainly must be the best looking mummy in history."

"'S' that right?" He gave her a hint of a smile before he coughed again. "Can anyone tell me what's really wrong with me? It feels like I'm burning from the inside…" He gazed over at Angel, who actually seemed worried about Spike's status. "Are you thinking that I'll burn for my sins? That I had this coming?"

Fred stared at the dark haired vampire, challenging him to say anything that could upset her fragile lover. Wisely, Angel chose to approach the problem with firm coolness.

"That's not what I think, Spike. And I can assure you that I have pulled all strings possible to find out what's wrong with you. Hopefully we'll have the answers in a short while."

Spike coughed and shivered. For some reason he meet the gaze from Knox and immediately knew that the bastard had something to do with his currant state. And as he was looking into the other man's eyes, he suddenly came to a awful conclusion; he was going to die.

"Don't bother," he managed to say between clenched teeth. "I know what's wrong with me. Look it up," he looked at Wes. "It's called Illyria."

"Illyria?" Wes seemed curious and somewhat shocked that Spike knew what's wrong with him. "And how do you know this, Spike?"

"I can feel it. It's gutting me from the inside so that it can be reborn into this world. And I don't have much time left…"

Fred shook her head and they saw warm tears trailing their way down her pale cheeks.

"Spike… Don't say that. We will find a way to help you."

"Actually, we will get right on it," Angel said and left the room with his team close behind. Only Fred remained and the vampire felt sad to see her obvious pain. He only wished that things could've been different. That he could be different. Always hurt the ones he loved.

"'S' my fault, really," he sighed. "I should stop being so got damn nosey." He petted her on the shoulder. "There, there, my love," he whispered slowly to her. "I don't want you to worry about me." He gave her a broad smile and delighted in her response. "Can you do me a favor, pet?"

"Anything," she promised.

"Can you take me home? To your apartment? I would like to be there."

"It's as good as done."

Spike coughed and gave her a weary look.

"It's so hot in here. To bloody hot, luv. The light... It hurts my eyes…"

She made an attempt to flip the switch, but was stopped by his grip.

"But I don't want you to turn it off. But it hurts my eyes… Everything is so bright and hollow." The vampire was rambling. "The darkness wins. Of course the darkness wins."

Fred laid her arms around the shaking figure and kissed his hot cheek. He felt so warm… Like he was burning from within. And suddenly he started convulsing - almost pushing her off the bed.

"I'm burning, Fred! Oh God, I've sinned! I'm being punished for my sins!"

Fred tried to hold him down so that he wouldn't hurt himself as his body kept shaking.

"I don't know what's wrong! I'm a bad, bad man. Spike's a bad, bad man. Oh God, don't hurt the girl - don't ever hurt the girl!"

"Spike!" Fred was scared. Afraid that she actually was losing the man she loved. It hurt her to see him in such pain. It was as if her mere touch made it worse, but she couldn't let go of him. She could never let go of him.

"I'm sorry," he chanted. "Sorry, I'm sorry… Please, Fred, make it stop!" he cried out.

"I can't… I'm so sorry, my love… I can't!" Fred was on the verge of loosing her mind. But the fact that Spike needed her right now kept her going. She wouldn't abandon him.

"I shouldn't have done it," the vampire blamed himself. "And why did Angel and the others… And you… Think you could beat it? It's evil, Fred. It's bigger than anything." He coughed more viciously.

"How do you know this?"

"I can feel it; Fred. Clawing its way back through me. Gutting me like a pig." He draw in air that he didn't need and meet her sad gaze. "You won't leave me now? Fred?"

"I will never leave you, Spike." She leaned in to kiss his burning lips. "I love you."

"I love you too, Fred. And I…" He got this look about him; as if he'd lost track of something very important. "Wait. I know I had something to say…" He coughed and then looked at her questioning. "You won't leave me?"

"I won't."

He seemed contempt with that and gave her a weak smile.

"I'll hold you to that, luv."

"If you promise that you won't leave me." She caressed his warm cheek. "What was it?"

"What?"

"That you were going to say, when you forgot. What was it?"

Spike coughed yet again and looked dizzy. Then he smiled.

"And cavemen would win over astronauts any time."

Fred rolled her eyes and thought that only Spike could make a joke in a time such as this.

He laughed at her expression, but soon after he shivered and moaned in pain.

"Am I a hero to you? Am I a hero to anyone?"

"You're a superhero," she assured him.

"And this is my power," he shivered. "To not let them take me. Not me!"

"Spike…" Her voice drifted off as he laid his hand over her chest.

"Listen to that. It beats so steady…" He smiled in awe. "It's so beautiful…"

Fred gently pushed him down on the bed and lay down by his side. She wrapped her arms around him one more time and buried her head against his neck. Then she raised herself so that she could look down on his beautiful face.

"I am very angry," she told him in confident.

"Me too."

"We had good times."

"Wouldn't change it for the world." He coughed. "You make me a better person."

She gave him a sad smile. "That wasn't hard. I love you. So much."

"And I love you…" His coughing was getting worse and she tried to put up her bravado - but knew he could see right through it.

"Spike… You need to rest."

"Yeah…" He agreed. "Hey, don't worry about me. I've never felt better…"

Fred looked down at the sleeping vampire and finally let the tears trail freely.

"I love you, Spike…"

Angel silently gazed down the endless pit and felt something inside him bristle and crack. He guesses that he felt Spike dying. _Blood calls out to blood._ His grand-childe was dying. And he was in terrible pain.

_I'm sorry…_

"You made the right decision," said Gunn as he came over to where Angel was looking over the side of the bridge into the Deeper Well.

"I know it doesn't seem like it now, but believe me, you did the right thing."

"Then you can explain it to Spike when we get back," said Angel between clenched teeth as he turned and headed out of the Deeper Well.

"Explain what?" asked Gunn.

"Explain to him how we had a chance to save him and we chose not to!" spat Angel angrily. "Explain to him how I let him down. How I let him die – again."

**TBC**


	2. Chapter 2

**Ch.2 To stay with you**

Another convulsion made the vampire weak and if he'd been able to, he would have been cold sweating like a maniac.

Fred walked over to the bed, cautious not to make any sudden moves that could irritate the sensitive man.

"Try to rest."

"I'll rest when I'm dead."

"Don't say that. Gunn and Angel are on their way to Europe right now. And Wes is working to find something in his books about how to save you. They're going to find a cure."

"You don't believe that."

"Yes, I do."

"Why would they want to help me? You know that Angel hates my guts…"

"Spike…"

"You're the only one that cares for me, pet. You're the only one that gives a damn."

Fred noticed that Spike was starting to shake. Suddenly he sat up in the bed and backed up against the headboard. "I'm sorry!" he shouted, clearly disturbed. "I'm sorry! I won't do it again! I promise! Stop! Stop!"

Fred watched in horror as he shook his head violently as if to get rid of whatever was haunting him.

"Spike, calm down! You're safe here!" Not knowing what else to do, Fred moved onto the bed and put her arms around Spike. "You're safe. I'm here with you, my love."

Spike relaxed slightly, curling up against Fred. His lucidity was slowly returning, but he could not, or would not, stop writhing.

"You're so cool, Fred. I'm not - but I should be. I'm burning, Fred. Burning for my sins."

The vampire fell asleep shortly after that. It wasn't a peaceful slumber. He twitched between the sheets, sweating and murmuring and letting out a moan every now and then. Occasionally, he would mumble obscenities and names. He'd cry after his Mum, for Dru, for Buffy, for Dawn, even for Angel. Fred heard her own name mentioned more than once. And every time that happened his voice became softer, more lovable. And it made her heart break even more.

Spike arched his back in pain and let out a hideous scream, which made Fred almost lose the little sanity she had left.

"Spike?" asked Fred cautiously as she came over to the bed and sat beside him.

"Ya know this isn't how I imagined it," said Spike with a small laugh that turned into a violent cough.

"This isn't how you imagined what?"

"Dying," replied Spike. "I figured after the last time that I'd at least go in the middle of a fight, not lying in a bed being hollowed out by an ancient demon god."

"You're not going to die, Spike," said Fred, trying to convince herself more than Spike.

"But I am, Luv," replied the vampire. "I'm just sorry it's happening now is all. There's a lot I had left to do."

"Like what?" asked Fred.

"Spending time with you for one. There's so much… I wish I could tell Buffy that I came back. I wanted to ask the Watcher to take care of her. I wished I could tell Red that I'm sorry about Tara and I really wanted to say to the Whelp that if I could do things differently I never would have been with Anya that time…" Another series of coughed racked Spike's body as he talked. "I wish I could tell Dawn how sorry I am for the way things ended between us."

"Who's Dawn?" asked Fred.

Spike looked at Fred with confused and fearful eyes.

"I don't remember." Spike's eyes started to tear up and he looked as he was about to convulse. "I should know, but I don't. I promised to take care of the lil' bit and I can't even bloody remember who she is…" Another confused frown. "Something about a soddin' key…?"

"It's all right," said Fred as she pulled Spike into a hug, trying to calm him down. "I'll make sure Dawn knows that you're sorry. That you love her."

"I know what love is, Fred. Love is blood screaming. It screamed for Dru, it screamed for Buffy. God, how it screamed for Buffy! It's screaming for you now, Fred. I love you."

Fred forced a smile and strokes his burning forehead.

"I know."

Spike looked up at the young grieving woman.

"Would you have loved me?"

"I love you, Spike."

He smiled in response but the smile vanished when he was overtaken by another coughing fit. When that had subsided, he asked: "Will you leave me, Fred? Leave me like the others?"

He sounded so vulnerable. She knew he hated that feeling.

"No, my love, I won't leave you," Fred said, gently kissing the vampires forehead.

"Good." He coughed once more and fell back against the pillows. "I'm not scared, ya know."

Now Spike was the one lying.

"I've been through worst things than this."

"I know." She noticed that Spike was panting. Not a good sign for someone who didn't need to breathe.

"Fred… I don't want to die. Not again." He coughed again, and again and again.

"Just keep on fighting," Fred begged. "Please, Spike, just keep on fighting."

"I can't, pet," said Spike, his voice breaking. "I can't."

His body was shaking. The convulsions had started again. Fred held him tighter.

"Please try. You must try - for my sake." She couldn't lose Spike. Not now. Not when she just realized how much she loved him.

"It hurts, Fred. Make it stop!"

Frantically, Fred untangled herself from Spike, reached over to the bedside table and unwrapped a syringe filled with morphine. She had been told to only use it when Spike's pain was the greatest and the vampire must have been in terrible pain to admit it. She tried to inject Spike, but the needle refused to penetrate his skin.

"I, I can't," Fred muttered helplessly.

She was helpless. She wanted to protect her lover. Save him from Illyria. Save everything that Spike was. But it was hopeless. Fred knew she couldn't save him. But she was supposed to. That's what lovers did for each other. They protected what was theirs.

"No!" Pushing Fred off the bed with a strength that she had thought he no longer possessed, Spike again moved toward the headboard. "You can't take me! I won't let you! Not now! I beat the First, I can beat you!"

Fred was by her lovers' side in an instant.

"Spike, calm down!" She reached for his hand, but Spike pushed her arm away. Fred settled for sitting at the edge of the bed.

"She's with me. She's with me, dammit! She won't let you take me!"

"I can't stop them, my love."

And what he said next broke Fred's heart:

"Then I'm dead. The darkness always wins, Fred. The darkness always wins. Oh, God!" he screamed. The convulsions were becoming more violent. "Stop it!"

Fred attentively reached over to Spike, hoping that her lover wouldn't push her away again. Mercifully, he didn't.

"It's alright, love," she soothed, embracing the shaking vampire. "It's alright."

"I'm sorry," Spike cried. "I'm sorry. I'm sorry. I'm sorry."

"For what, Spike," she asked softly.

"I don't wanna die, Fred. Don't let them take me!"

Fred's heart seemed to constrict in her chest. She could almost feel Illyria claiming her lover. She screamed inside and raged possessively. _Mine, mine. Not yours. Never yours. Mine, mine, mine! Not him. Not ever. Not now._

"No, Spike, you have to fight! Do you hear me? You don't have to talk, just concentrate on fighting."

"I'm not scared. I'm not."

"Hold on. Please, love, hold on!"

"Oh God, Fred, why can't I stay?"

At once, Spike's seizure subsided and he went limp in Fred's arms. It was then she realized that her lover was no longer blinking - or breathing.

"Please, Spike…" she begged. Crying, she hugged Spike against herself. "Please…"

Spike began to twitch again. He pushed his body so hard away from Fred's that she was thrown across the room. For a brief instant, she hoped that Spike was having another fit, that Illyria hadn't claimed him. That hope was quickly extinguished when she saw Spike tumble off the bed. Fred watched in horror as Spike's body continued to convulse and change. When the vampire finally stood up, his hair and the sides of his face were blue. His eyes, usually so vibrant and expressive, were cold and resembled chips of ice.

Curiously, those eyes examined Spike's arm and flexed Spike's fingers. When it spoke, Illyria's cruel, deep voice sounded nothing like her lovers.

"This will do."

Fred came back to her feet and stared in bewilderment at the creature before her.

"Spike?"

There were no answer and she realized that whatever stood in front of her wasn't Spike.

"Illyria?"

"My name" it muttered angrily, moving towards Fred. "You would presume to speak my name. Because I have returned in the body of this half-breed, you think you could speak to me. It's disgusting. I thought the human and the half-breeds would have long died out by now. Instead you've grown bold."

Fred listened to the creatures' tirade. She felt so much pain, so much rage. There was no Spike. Not anymore. All that was left was this abomination standing in front of her. A creature that had gutted her lover from the inside so that it could use his skin as a shell.

"Spike…"

Illyria studied her as she was an insignificant worm, before it yet again examined Spike's body. Dismissing Fred as if she meant nothing the entity turned around and walked over to the mirror, curiously studying itself.

"You don't even know who Spike is, do you?" asked Fred as Illyria continued to examine Spike's features in the mirror.

"Nor do I care." Illyria turned away from the mirror and looked at Fred. "I sense power within this shell, what kind of creature was it?"

"_He_ was a vampire, until you killed him." Fred's voice was almost as cold as Illyria's.

"Spike is the name of the shell I'm in."

"Don't call him that!" Fred yelled.

Illyria glanced disgustingly at her direction.

"This is grief? I'm watching grief. It's like offal in my mouth."

"There's nothing left but grief," Fred whispered, walking over to Illyria. "I stink of it. From now on I _thrive_ in it." Fred stopped to gather herself. "I can't help it. If you remain here, you'll taste it every day." Another step. Her lip were almost on Spike's ear - no, Illyria's ear now. "You could leave. Leave this shell. Return when the humans are gone. Why don't you leave?"

Swiftly, Illyria turned around.

"You seek to save what's rotten through. This carcass is bound to me. I could not change that if I cared to, but you have opened my eyes to the truth. If the world is truly overrun by humans"- Illyria put his hand on Fred's chest and effortlessly threw her across the room

- "then I have work to do."

**TBC**


	3. Chapter 3

**Ch.3 Sacrifices**

"I don't understand," Wes looked at the sarcophagus, trying to figure it all out. "Why was it sent here, and why did it infect Spike? It could have infected any of us, when you think of it. It could have very well infected Fred. She was here with him. Thank God it wasn't Fred!"

"It should've been," muttered Knox.

"Huh?"

Suddenly the door burst open and there stood Spike. No, it couldn't be Spike. Spike wasn't blue. _Illyria._ Instinctively, Wes took a step back. Then he noticed the limp body in the creatures' arms. _Fred._

Wes glanced over at Knox and saw that the man had an odd grin on his face. That grin scared him more than Illyria.

"Knox?"

Illyria eyed both of them coldly, before quickly turning his attention completely to Knox.

"You are the Qwa'ha Xahn."

Knox spoke animatedly, almost fanatically.

"I am your priest. I am your servant. I am your guide in this world." He pulled up his shirt, exposing a small skull protruding from his chest. "I've taken your sacraments and placed them close to my heart according to the ancient ways. That's why you were called to me. We're bound together."

"And him?" said Illyria, gesturing towards Wes.

"Nobody significant," Know swiftly said, dismissing a confused Wes.

"And her?" Illyria nodded down at the limp form in his arms. "I am drawn to her as well."

Know hesitated.

"She was to be your vessel, my liege. And she was the shells lover."

"What?" exclaimed Wes. "Was Illyria meant to infect Fred? _Fred?_"

Illyria ignored Wes's outburst.

"It pleases me that instead I was put in this shell. It's much stronger than this frail female. And now we have work to do." Without another word, Illyria ripped off Spike's clothes and pressed its hand on the sarcophagus. A thick, rubbery substance began to spread over his body. When that substance covered Illyria completely, it hardened into something akin to a body suit.

Knox appeared mesmerized while Wes felt horrified. In the corner of his eye he could see that Fred had awakened and that she had seen it all. He recognized the expression on her face as horror. And pain. So much pain.

"I'm ready to begin," Illyria started, waving his hand. "Bring the girl. She could be of use for me."

Knox pried his eyes of Illyria's body suit and turned to Fred. "C'mon, Fred, it'll be fun. Think of it as a date."

But before they could get out, the door to the room burst open and Angel and Gunn came in with an army of men behind them.

"Or we could just hang out here."

Illyria turned around to glance over at the half-breed that returned the stare dead on. Angel on the other hand tried hard not to let this creature know how it hurt him to see the god king using his grand-childe as a shell.

Illyria gave off no scent, even from this distance. There should have been a scent, but there was none. It was unnatural, unsettling. It was like there was nothing where Illyria now stood. It served to further prove that Spike was gone.

"A warrior," Illyria stated. "I was beginning to wonder if this world was void of your kind."

"There are a lot of us here," Gunn said and stared right at him.

Illyria didn't seem that impressed.

"One half-breed and a dozen humans? Is this all that challenges me now?"

"That - and a whole lot of bullets."

"Enough to incapacitate even you," Wes walked over to Angel's side.

"We know what you are, Illyria." Angel took a steep towards the other demon. "We've seen the rest of your kind. All of the Old Ones - sealed up away forever." Another steep. "Like you were. Were you should have stayed. You've taken something of ours. Something very precious." Another step brought him close-up to Illyria. "Stand down - and I promise we won't destroy you taking it back. Your choice."

The god king tilted its head to the side in a way that remanded Angel of Spike.

"I decline."

Effortlessly, the demon grabbed Angel by the shirt and threw the half-breed out the window.

"Stop him," shouted Gunn and made an attempt to burst towards the demon, but it simply raised its hand and it was like a barrier stopped them to get to him. Then it grabbed Knox with one hand and Fred with the other before leaving the room without no one stopping it.

Angel felt time slow down on his way towards the pavement and understood that Illyria had done something after throwing him out the window. He begged that only Gunn and his men were safe - and then felt the sudden twinge when the effect stopped and he hit the pavement hard. So hard that he spat blood.

Angrily the vampire got up on shaky legs and headed back into the Wolfram & Hart building. Ignoring the curious looks from employees he went straight for the elevator and pushed on the correct button for the floor he just left a few minutes ago. _Through a window!!_

When Angel stepped out of the elevator he was met by Gunn and a worried Wes. Without looking at his companions Angel clamped over the floor and swiped a ice pack from one of the fridges.

"Was anybody else _not_ expecting that?" asked Gunn, hype evident in his voice. "I mean, what _was _that even?"

"I don't know," said Angel as he held the ice pack to his swollen eye. "I was busy getting thrown out a window."

"It was weird," said Harmony. "One minute it was there and the next it was gone."

"Do you think it can teleport?" asked Angel.

"I don't think so," replied Wesley.

"It was like it was goin' really fast," said Gunn.

"Or like we were going really slow," added Lorne.

"Great." Angel's tone was weary. "It's super strong and it can alter time."

"I get why it took Knox, seeing as how he's its priest and all, but what does it want with Fred?" asked Harmony.

"I have no idea," replied Angel. "But we need to figure out where they went."

"I'll see what I can find," said Wesley.

**TBC**


	4. Chapter 4

**Ch.4 ****Thy kingdom come**

Illyria stepped over the lifeless body without looking at its limp form.

"Your breed is fragile," he addressed the two trailing behind him.

"How is it that they came to control this world?"

"We have tacos," Fred muttered between batted breaths.

"Ignore her, my liege," begged Knox. "What humans lack in strength they make it up with much sneakiness."

"You are deceivers." sneered the demon disgustingly.

"Yes - all of them. They deserve to be punished."

"They? You don't consider yourself a part of your race?"

"Not anymore. I'm with the king."

Illyria smiled, pleased with his answer while Fred tried to hide her feelings of disgust. She studied Illyria when he placed himself in the middle of the oval room they were in.

"Open the gateway," Knox said eagerly. "Raise your army. Wash humanity from the face of the earth and claim that was lost to you so many millennia ago, when the world was ruled by-"

"Be silent!" Illyria's voice rang out, stopping his tirade.

Knox begged for his forgiveness and bowed in worship.

Illyria ignored the man, and Fred, and raised his hand to open the portal. But nothing happened and he let out a small sigh.

"The gateway is blocked." He almost sounded disappointed.

"I was afraid of that," Knox took a step forward. "Wolfram and Hart probably threw a lock on it. They're big on things happening on their timetable."

"The Wolfram and Hart?" Illyria looked at him, clearly annoyed. "In my time they were weak; barley above the vampire."

"Huh. I guess they beefed up." Knox gave out a small laughter. "But don't worry - I brought my skeleton-key. Just in case."

Illyria watched as he placed the bones on the marble floor.

"Showtime!"

"Any seats left?" Gunn's voice startled Knox so that he swung around to the intruders.

"If not we can just stand in the back," said Angel, walking down the steps.

"Angel!" Fred took a step towards the vampire but was stopped by Illyria's arm.

"You can't win this, guys," declared Knox, smiling.

"Then we all die trying," stated Wes with a concerned look towards Fred.

That seemed to confuse the otherwise stone cold demon.

"Why?"

"You want the short version?" barked Angel. "You walking around looking like the man you murdered." He noticed the pained expression on Fred's face.

"You think your actions will restore him?" asked Illyria and turned his gaze to Fred.

"No."

"Yet you seek a confrontation you cannot win."

Angel walked towards him with a sword in his hand, soon followed by Gunn and Wes.

"What you're trying to do - raising your army, reclaim your world - innocent people will die. Like Spike. I can't let that happen."

"You are the protector of these creatures? You'll fight for their lives?"

"Yes."

Illyria turned his head to Knox that had been standing by his side with a sly grin.

"Even this one?"

Knox's smile slowly faded away as he turned his head towards the god king.

"Is that an issue..? Is my life in barrel, boss? King?"

"You're about as low as it gets, Knox," said Angel merciless. "But you are a part of the humanity. That isn't always pretty but that is a hell of a lot better than what came before. And if it came down to a choice between you"- he nodded at Illyria-"or him, then yes; I would fight for his life. Just like any other humans. Cause that's what people do. That's what makes us…" Angel's glorified speech came to a halt when a shot echoed through the room and a red circular splash appeared on Knox's chest.

The man looked down on the wound before falling to the floor, obviously quite dead. And ruining Angel's statement.

Angel frowned in disappointment and looked at the shooter.

Fred's hand trembled as she held the gun in a tight grip. Her eyes were glistening with tears and hatred for the man that had been apart of her lovers death. A death that had been meant for her.

Illyria gazed down at the fallen man and then eyed Fred with displease.

"You've destroyed my Qwa'ha Xahn."

"Yeah… But you gotta admit that he had it coming," said Gunn.

"It offends me," Illyria spat out. "That you think he matters."

"You're right." Angel meets the demons gaze. "He's not the problem. You are." And with that he charged at him with his sword, quickly followed by Gunn that had a sword of his own.

Illyria easily avoided their advancement and no matter how they came at him they couldn't get in even the smallest blow. It was almost as if the demon played with them, dancing around and using every trick to avoid getting sliced by the mighty swords. As one the two men charged at him, but Illyria simply took both edges in his hands and then effortlessly flung the two of them away.

Wes, who had been standing in the shadows as a spectator 'til this moment fired his gun at the demon but it used its ability to slow the time. Pleased with himself, the god king watched the humans and the half-breed in their incapacitated states, before turning around - only to be facing the half-breed.

"What's the rush?" The vampire smacked the demon hard in the face making him fly across the room. He walked over to the creature that looked up at him in bewilderment.

"How?"

Angel held up the piece from Illyria's sarcophagus.

"From your sarcophagus. It's connected to you." He flipped it in his hand. "I'm connected to it."

The god king seemed strangely to enjoy this move from the vampire.

"Sneaky." He swung out a leg and sent Angel to the floor, quickly got up on his feet and avoiding the bullets from Wes's gun he made his way over the floor, opening the portal.

Before the portal could close, Fred jumped in after Illyria. She heard the protesting screams from her friends before hitting the floor on the other side pretty hard.

"You're too late," informed Illyria as he progressed up the stairs. "My army will rise. This world will be mine once again."

Illyria had no idea tough, how empty those words were. Not until he reached the nave of his temple and found… nothing. Illyria's army was dead, his statue destroyed. Vahla ha'nesh was in ruins. Nothing remained. Nothing at all. Pain coursed through the demons body. So much pain! It was uncontrollable, consuming. There was nothing left.

"It cannot be," Illyria gasped. "It's gone." No longer caring about the female's presence, Illyria collapsed on the ground and ran the dust through his hands. "My world is gone."

Fred appeared at his side and pointed her gun at his bowing head.

"Now you know how I feel."

And strangely, Illyria understood. Understood true suffering. The grief between Illyria and the female was the same. They were linked.

Illyria could not continue to remain in his vanished temple. He needed to get out, needed to think. Quicker than what Fred could process thought, Illyria reopened the portal that would take him back to the place the Qwa'ha Xahn had called a museum. Illyria disappeared through the hole, and left it open for the woman that somehow was bound to him.

Fred was in Spike's apartment. She had only been there a few times, since he had seemed to prefer spending their time together at her place.

The apartment smelled like cigarettes and leather. It smelled like Spike. There was no trace of him in Illyria, but here he was everywhere. There were his clothes in the drawers, his blood in the fridge, his sheets that she curled up under. She didn't know why she was here. There was nothing left. Just an echo and a fading scent of her lover. It just hurt too much. There was no screaming. There wasn't anything but the emptiness. Nothing but Illyria. She wanted to kill the god. Wipe Illyria from the face of the earth; to stop seeing Spike in that thing's face. She hated looking into Illyria's icy eyes and wondering why they didn't sparkle. Spike was gone. There was nothing left but a body and a god that manipulated it like a puppet.

It should've been her. That_ thing_ had been meant for her.

Her death.

Spike's death.

Which was worse?

It didn't matter. She felt dead anyway. Empty. Hollow. _Gutted out._

There was no Spike now. No lover. No tender lovemaking. No hope.

Hollow. She felt hollow.

In a way, it was Gunn's fault. He was the one who had signed the custom papers that had allowed Illyria's sarcophagus to enter Wolfram and Hart. Yes, Fred knew about that. She couldn't hate Gunn for it tough. Couldn't hurt him. Wanted to, but couldn't. Gunn had just been doing his job. He wouldn't have even had that job if it hadn't been for Angel's deal with Wolfram and Hart. Angel's interference. It was somewhat Angel's fault too. Fred didn't know why, but she had a sneaky suspicion that the vampire seemed to guilt stricken to be completely innocent in this whole charade. Had he acted on part of the Senior Partners? Was Spike the price? Her lover's life for everyone else's? So in a manner it was Angel's fault, that Spike was dead, Fred concluded. He killed him just as surly as if he had driven a pool stick through her lovers' heart.

"You grieve still. For a single life."

_Illyria._

Fred shivered between the sheets and glanced over at the demon that stood in the doorway. It must have tracked her here. Fred balled one of her fists together and bit on her knuckles to stop herself from crying out in pain.

"Get out," she begged as warm tears ran down her cheeks.

Illyria ignored her and walked in.

"This place was part of this shell."

"Don't call him that!" Fred cried, hating that cold, emotionless voice. Hating the stiff, jerky way the demon moved. Hating that it wasn't Spike. "He had a name."

"He had many names. The first was William. You were a part of him. You were part of this shell."

"Stop calling him that!" Fred yelled in despair. "Stop it! Stop it!"

Again, Illyria ignored her.

"He cannot return to you. Yet, there are fragments. When his brain collapsed, electrical spasms channeled into my function system - memories." Illyria held up his hand and Fred could see blue sparkles between his fingers. In Spike's voice, Illyria repeated her lover's last words. "Oh God, Fred, why can't I stay?"

"Stop it!" Fred erupted and reaching for a cup that stood on the nightstand, she threw it at Illyria. The god caught it easily and crushed it to dust.

"You presume to think you could do me harm?" Illyria sounded more amused than anything else.

"Get out!"

"I've nowhere to go. My kingdom is long dead." He sounded regretful. "Long dead. There's so much I don't understand. I've become overwhelmed. I'm unsure of my place."

"I couldn't care less."

Illyria approached the bed and looked down at the angry female.

"I exist here. I must learn to walk this world. I'll need your help - Fred."

Illyria uttering her name only served to further enrage her. She had no desire to pay babysitter to a demon wearing Spike's face.

"Never. Try asking Wes. Maybe he would be glad to help. But don't ask me again. Ever."

"There are women." Illyria said thoughtfully and Fred stiffened. "They would maybe be of some help. But I don't know were to find them. You're all that is left. You destroyed my Qwa'ha Xahn."

"He destroyed what was mine."

"And that made it just?"

"Yes. No. Maybe. It felt like that at the moment."

Illyria smiled slightly.

"You will help me. You will help me because I look like him." He eyed her curiosity. "Is it true what you said before? Isn't there anything in this life but grief?"

Fred looked up at the god and saw Spike's face looking down at her. She remembered how he could hold her tightly against his chest while whispering sweat nothings in her ear, making her giggle 'til he silenced her with a kiss.

"There is nothing in this life but grief."

"That is not enough to live by."

"No," Fred agreed, "It's only enough to survive."


	5. Chapter 5

**Ch.5 ****The ghost of me and you**

Fred was in Spike's bed. She'd been lying in that bed for the better part of the week. The scent of her lover was greatest there, even tough it was fading away, and some part of Fred - an unhealthy part - needed to wallow in it, needed to soak up the essence before it completely was lost to her.

Angel had come over Tuesday. At least she thought it was Tuesday. He had been concerned when Fred hadn't shown up for work and he'd mentioned something about bringing Lindsey back from a Hell dimension, but she didn't care. Fred hadn't been paying attention. She might have denounced the entire meeting as a dream if Gunn hadn't been with him. Her former lover, unlike Angel, didn't accept her comatose like state, and had made her move from the bed and at least sit in a chair while he changed the beddings that had beginning to smell like sweat. She guessed that Angel had forced himself to not frown at a smell that must have been disgusting to his vampire smell.

The god hadn't left Spike's room, either. Fred could feel it watching her. Often, she'd awaken from a nightmare only to see those icy, unblinking orbs staring at her. They had barely spoken to each other since Illyria had asked for Fred's help days and days ago. Fred didn't know how much longer she could continue to ignore the Old Ones presence before the god decided it was bored with her and chose to kill her. Fred almost welcomed that opportunity.

It was the dreams that hurt her the most. There were a variety of dreams, but they all had a very essential thing that linked them together; Spike. In one she dreamt of the time when they had been curled up together in her bed, talking about taking time off from work and travel so that they could be alone.

"_Mm. Right." __Had Spike said, one skilled hand travelling down to her upper arm. His thumbnail drawing sketches that tingle against her skin. "You know, Fred, I do think we should take a vacation after all. I have had about enough of the big poofter as it is."_

__

There had been a note of teasing in his voice. And she'd realized that she did love him and that she had needed this. Needed him.

"Right," she had said smiling lovingly. "We'll go to the Bahamas."

When Spike chuckled, she felt completely warm. He's sounded like hot cocoa.

"There you go. The Bahamas it is. We'll get one of those island bungalows, and I'll watch from the shade while you're out running about on the beach in a tiny little bikini. I'll get you those cocktails with umbrellas in them and convince you to let me rub coconut oil all over your cute little body, and you'll smack me in the head and call me a pervert."

Those dreams made her feel lonely because every time she opened her eyes all she could see was Illyria.

Fred thought she was going crazy. It might have helped her mental state if she ever left the apartment, but she didn't and she had completely cut herself of from all of her friends. Maybe their presence would have made the pain easier to bear. But she doubted it. Maybe if she started to live again the crushing agony would disappear and the Spike she dreamt about would come back and she'd be happy again.

"What are you thinking about?" Spike's voice broke through the fog that was her mind now days. Fred smiled and leaned against his chest, contempt with staying like this.

_Remember this. The way that he can hold you just right, not too small that he can't cover you, but not too big that you lose every bit of yourself in his embrace. The smell of his skin, like whiskey__ and old leather. Don't ever forget the sound of his voice._

The smell of his skin… Fred blinked and quickly sat up in the bed, staring with wide eyes at the creature that had lain down beside her. There was no scent. None at all from him.

"Illyria." Her voice cracked with emotions. She got up of the bed and stumbled across the room in an attempt to get as far away from the god king as possible. "What the hell are you doing?"

"I wished to see how this shell would affect you."

"Illyria…"

"Your grief hangs of off you like rotten flesh," he spat out. "I couldn't tolerate it any longer." He looked thoughtful. "I thought this would help you feel better."

"It didn't." Fred scrambled together the little sanity that she had left. "How is this possible?" she gestured at his appearance. "You look like - him."

"It's a simple modulation of my form. I appear as I chose." He rose from the bed and began to advance in her direction. "Do you wish me to stop?"

Fred averted her eyes from the creature looking like Spike and swallowed hard. She could feel the god almost touching her as he leaned in, whispering in her ear.

"Isn't this what you desire?" His voice changed, became more like Spike's. "I mean, you love me and I love you. What's the big deal, luv?"

"I loved _him._" Fred gasped.

"You desired his body. This body." He looked down at himself. "Some part of you still does. I can feel it in you." He leaned in even closer, making her jolt away. "I-I wish to explore it further."

"Never!" Fred pulled herself away from the god's person and turned her back on him. "You aren't him. And it sickens me. You could never be him."

"I can feel your desire for this shell," Illyria continued as if Fred's words meant nothing to him. "I could be him if you wanted me to."

"Stop it," begged Fred. "Change back. Be blue - be anything… Don't be him." She made her way back to the bed and crept down under the sheets. "You could never be him."

Illyria watched her with cold eyes. Then he shifted back to his own form. That as blue.

"As you wish."

Fred smiled in her dream and let his voice wash over her, making her feel warm and loved.

"Hey, a penny for your thought, luv."

Fred opened her eyes and slowly sat up; letting the familiar scent invade her nostrils. Spike was sitting on the side of her bed. She smiled briefly, playing along with the dream she had so many times before.

"I was thinking of last night."

The vampire smiled and leaned down to kiss her on the cheek.

"Yeah, it was some night, huh?" He reached out and lifted the glass with whiskey that stood on the nightstand. "What's this? You're drinking my whiskey, pet?"

"It's not your whiskey," Fred protested. "You stole it from Wolfram and Hart. From Angel's office if I'm not mistaken, mister."

"'S' that right?" he smiled teasingly. "Well, the big poofter won't miss it. He's to busy brooding. Much like you seem to do lately, luv."

"I'm not brooding."

Spike rolled his eyes.

"I wasn't being that serious, pet. You need to loosen up!" he said, reaching over and shaking Fred's shoulder. "Stop brooding and go out and enjoy life!"

"There's no reason to. Besides, I like it here. With you."

The vampire let out a long, tortured sigh.

"Fred, what am I going to do with you?" he shook his head. "You need to wake up and face the reality. You know that I'm not really here. It's all in your imagination."

"What?" she was clearly confused now, looking at him with big eyes. She shivered slightly as Spike's cool breath tickled her ear.

"This is only the first layer, pet. Don't you wanna see how deep I go?"

"What? No!" Fred gasped and returned to reality. She bolted up in bed and away from Illyria, who yet again had advanced on her without notice. Spike was gone. Why did Illyria still remain? It didn't seem fair.

"You still dream of him. This shell," the demon said emotionlessly.

"Yeah," she said slowly. "I had a nightmare."

"In my time, nightmares walked among us, walked and danced, skewering victims in plain sight, laying their fears and worst desires out for everyone to see. This to make us laugh."

"Laugh?" Fred repeated. The Spike in her dreams wanted her to laugh, to enjoy life. Had he been trying to tell her something through these dreams of her?

"And now nightmares are trapped inside the heads of humans; pitiful echoes of themselves. I wonder whom they angered so to merit such a fate."

Fred listened to the god's bitter voice and sighed weary. She liked it better when the demon didn't speak. At times, when he did, he almost sounded too much like Spike. Cause the demon's words followed a rhyme scheme. They were poetic.

Spike had loved reading poetry to her. She knew that he'd rather killed himself then let the others know, but she had loved hearing his warm voice recite beautiful words that spoke of love. A love for her. She remembered that he used to smile at her when she begged him to read more. In a way, that memory hurt a lot, because she knew that Spike would never smile at her again.

"And they're in my head," she whispered. "All the time. Haunting me."

"Why don't you leave?" Illyria asked bluntly. He wanted to know why Fred just didn't simply kill herself. If only she'd had the guts for it.

"You could leave." Fred realized and turned around to him. "Why don't you?"

"That's not possible."

"Of course it is! Are you telling me that the great and all powerful Illyria is limited to only one dimension?"

"I traveled all of them as I pleased," Illyria snorted.

She closed in on him. "Why stay in this world?" she found herself asking. "Why don't you go? You can go. Why don't you go?" She knew she was rambling but didn't care. Not anymore. _Please go,_ she willed. _Then I won't have to look at you and see him if you're gone._

Quickly, Illyria moved to grab her neck. He lifted Fred up and pinned her against the wall. There was rage in the gods' eyes, and Fred wondered if she finally would die. Then maybe she'd be reunited with her lover.

Suddenly, Illyria released her. The demon looked disturbed, worried, and almost fearful. He was breathing. No, not breathing, panting.

"It's too small," he wailed. "It's too small. I can't breathe."

Illyria began pacing the room frenetically.

"I can't live with these walls. I can't breathe. There's no room for anything real." He glared at Fred. "I should gut you were you stand. You challenged me. There's not enough space to open my jaws. My face is not my face. I don't know what it will say."

Fred knew that Spike had hated being cooped up. What her lover had needed was space. Space to move, space to run, space to hunt, to fight and space to live freer than he had ever lived as a mortal or even as a vampire in love with the Slayer. He had hated being confined, at that moment, Illyria reminded her of her lover.

"Illyria," Fred ordered softly, "come with me."

The demon looked at her strangely, but silently followed her out of the apartment.

_So much like him,_ Fred thought sadly. _So much but not nearly enough._

The god didn't speak a word to Fred until they reached the destination; the buildings rooftop.

"I can breathe easier," Illyria murmured.

"You don't need to breathe," replied Fred tiredly.

The demon ignored her.

"All I am is what I am. I lived seven lives at once…"

Fred stared up at the night lit sky and remembered how Spike used to bring her up there to look out over the city. _Isn't it beautiful, pet? It's almost like a fairy city with all its lights._

"I was god to a god…"

_I love you, Fred. I want to be with you forever._

"…I fear in any other dimension in this form I'd be but prey to those I knew…"

_I've lived a lot longer than you, seen a lot more. But in your eyes I see the future._

"…I reek of humanity." Illyria's monotone voice broke through her memories.

_Do you believe in the Sanshu? All I want is to be human so that I can spend one lifetime with you, luv._

"Your world is so small. And yet you box yourself in rooms even smaller. You shut yourselves inside - in rooms, in routines."

_Fred, do you believe in us?_

"There are worse things than walls, Illyria."

_I'm burning, Fred. Burning for my sins._

"No, there are not," the demon sighed. "We are so weak."

_Will you leave me, Fred? Leave me like the others?_

"Yes, Fred whispered. "Yes, we are."

**TBC**


	6. Chapter 6

**Ch.6 ****Old friends rejoice**

Angel stepped into his office and closed the door behind him with a sigh. He had yet another discussion with what remained of their team about Fred's eremite like state.

Slowly, the vampire walked towards his desk. He noticed his leather chair was facing the wall. He hadn't left it like that, had he?

Suddenly, the seat swiveled around.

"Finally! I've been waiting forever, Peaches. How's the meeting?"

Spike?

Angel took a step back. He was finally cracking up. He wasn't seeing him. He couldn't be. Spike was dead. This was a lie, a delusion. Or was it a ghost? Had Spike returned yet again as a ghost to haunt this place? Then his nose told him the awful truth.

"Illyria," he snarled.

"No," The demon said slowly, pushing itself off the chair and sauntering toward Angel. "I'm Spike, remember?"

"No, you're not," Angel whispered. How was this god doing this? How come it could manipulate itself so perfectly? It had Spike down to a tee. That movement, that voice…

"Sure I am," the illusion declared cheerfully. "Anyway, I was thinking…"

"Stop it," Angel growled. This was a mockery, an insult to the dead vampire. The god king was playing a twisted game. He wanted no part of it.

"Angel..?" Wes walked in without knocking holding a book in his hand. He raised his head and came to a dead halt when he noticed the visitor. "Spike?"

Gunn peeked over his shoulder and frowned.

"Is Spike a ghost again?"

"This is not Spike," Angel informed them.

Not-Spike rolled his eyes. "Knew this would happen. The strain. The stress. He's lost it." Speaking more slowly and loudly than usual he said, "Angel. Look at me. I am Spike. The one and only." He patted Angel's arm. "I'll take care of you now you've reached your golden years, mate. Never fear."

"If it's not Spike, then who…?" Wes began but abruptly stopped. "Illyria."

Illyria laughed Spike's laugh.

"What are you talking about? 'f' course I am Spike."

"No you're not." The icy voice came from the doorway and the men turned around to see a disheveled Fred walk into the office. "Stop this immediately. Or I will not be your guide."

Not-Spike eyed her thoughtfully, before sighing and changing its demeanor.

"Very well," he said with his own, emotionless voice.

"Let's go."

The demon willingly followed the woman out of the room, leaving three very confused men behind. Then Angel let out a weary sigh and turned to Wes.

"Call Willow."

Willow Rosenberg patted her swollen tummy and giggled when she felt the baby move around. She heard the phone ringing and she heard Kennedy take the call. Not soon after her partner showed up in the doorway holding out the phone to her.

"It's some British guy," the Slayer informed causally. "But I don't think it's Giles."

Willow came to the conclusion that it had to be some other member of the new Watcher's Council and answered cheerfully.

"This is Willow."

"Ms Rosenberg. Don't hang up! I need you to listen to me, okay?"

"Wes?" the young witch frowned and looked up at a now intrigued Slayer. "Why are you calling me? Is there something wrong with Angel?"

"No. It's not about Angel," he informed her. "I called Giles some time ago but he refused to help us."

This was news to Willow. Giles had never mentioned that Angel had contacted him. And for what reason? Whatever it was, Wes didn't sound too happy about it.

"What is it, Wes?"

"Spike got infected with an ancient demon king known as Illyria. It gutted him from the inside and is now using his body as a shell." He paused. "Illyria was actually meant for Fred. Remember her - your friend? And now she's devastated after the loss of her lover."

"Whoa!" protested Willow. "To muchee info! What are you saying? Spike? _Spike?_ How can that be? And what lover?"

"We received an envelope addressed to Wolfram and Hart with Spike's medallion in it. He emerged from it. At first he was a ghost but then he became corporeal again. And now he's dead and Illyria's using his body as a shell. And, oh, Spike and Fred were lovers."

"Say what now?" Willow gasped in shock. Too much news and too fast.

"And Giles knew about this?" she had to ask to be certain.

"He knew," was the bitter answer. "Well, he didn't know that it was Spike that needed help - we didn't get that far before he hung up on us."

Kennedy must have noticed the stunned expression on her lovers face, because she sat down next to her on the couch and laid a hand on her shoulder.

"Willow? What is it?"

"I'm sorry," the witched addressed both Wes and Kennedy at the same time. "What can I do about it?" she then asked the former watcher.

"It seems that Illyria is playing mind games with us - especially Fred. And we are concerned about what he really is up to. We would like to know if you can come to L.A and see if there's something to be done with this whole situation. We really need your help, Willow."

"I'll be there," she promised. "I'll come as soon as possible - but I have some things to do here first."

"I understand," he said slowly. "You're going to tell Buffy?"

Willow closed her eyes. "Yes."

Wes hung up the phone and turned to Angel, who stood by the window.

"She's going to tell Buffy."

"I figured as much," Angel sighed.

"Are you comfortable with that?"

The vampire sent him a steady look over his shoulder.

"Knowing that she might actually love Spike more than she ever loved me?" he asked contemplating. "No. I don't think so, Wes. I don't think I'm ready for that."

"But even if she did love him - he's dead now, Angel," Wes said and moved over to his friend. "And all that she'll see is Illyria. And Illyria is a threat."

"We don't know that yet. Besides, he seems to generally like Fred."

"That's because Fred and Spike were lovers. Illyria remembers that and likes to play with her. Fred is deluded if she thinks that Illyria ever will feel affection for another being."

Angel wasn't so sure about that but didn't argue with the former watcher. Maybe Wes was right, he thought ruefully. And if he is, then maybe Buffy will do everything in her power to stop the god king. Even kill him.

Buffy gave Willow a quick smile as the witch appeared in the doorway.

"Hi, Will! I'll just finish this then we can talk." She nodded against the paper stack before her, holding info about every Slayer accounted for. She took her job at the new Watcher's Council quite seriously.

Willow smiled weakly and approached the beaming Slayer.

"Buffy - we need to talk. It's important."

Dawn's head popped up from were it had laid on the desk while she slept during work hours and her eyes went huge when she heard the sincerity in the witch's voice.

"What is it, Will?" asked Buffy and laid down her pen. "Is there something wrong?"

"It's Spike."

Buffy stiffened and gave her a cold look.

"What about him? I don't like to talk about him and you know that."

"He came back," Willow blurted out and saw Buffy's stunned expression.

"Spike's alive?" The Slayer whispered. Then her eyes started to glisten and Willow gasped for air when she realized that she had to hurt her friend really bad.

"He was alive. He isn't anymore. You see… He got infected with some ancient demon called Illyria. It gutted him from the inside and is now using his body as a shell. Buffy - do you understand? Spike's dead."

"What…?" The Slayer shook her head. "Is this some cruel joke?"

"And Buffy… Giles knew about it. Angel called him for help but Giles hung up on him. But now they have asked me for help and I'm going there. To L.A."

"To do what, Will?" asked Dawn when her sister couldn't speak.

Willow never left her eyes of the tormented Slayer.

"To try to save Spike's soul."

_He emerged from the shadows, __all feline grace and muscle with bleached hair, clapping. She'd never seen anyone, anything that moved like him._

"_Nice work, luv," he'd snickered and smiled that wicked smile of his._

"_Who are you?" she questioned, unsettled._

_Spike smiled slightly._

"_You'll find out on Saturday."_

"_What happens on Saturday?"_

"_I kill you."_

Buffy remember her first meeting with Spike as if had been yesterday - not so many years ago. He'd been so confident, so self-assured. And damn it, he'd been sexy!

Buffy felt a tear coming down her cheek and quickly wiped it away. It happened, once in a while, that she couldn't control her feelings. The memory of Spike made her loose the tiny grip of happiness that she had. At first, after his sacrifice, she had thought that she could finally be happy - that it all was over. But then she'd realized that he wasn't there to enjoy it with her. And she came to the conclusion that she never ever could be truly happy. Not without him. Not without his love.

"_Once he starts something he doesn't stop until everything in his path is dead."_  
"_So, he's thorough, goal-oriented."_  
"_We can't run, that would be wrong," Willow says. "Could we hide? I mean, if that Spike guy is leading the attack…" She shudders. "Yeeehehehe."_

They had feared him. And for good reasons. Because when Spike really, really wanted something, he never stopped until he got it.

"_Death is on your heels, baby, and sooner or later it's gonna catch you," breathed Spike, that irritating smirk on his face. "And a part of you wants it… not only to stop the fear and uncertainty, but because you're just a little bit in love with it."_

_Buffy quickly swabbed him in the face._

"_Death is your art," he said laughing. "You make it with your hands, day after day. That final gasp. That look of peace. Part of you is desperate to know: What's it like? Where does it lead you? And now you see, that's the secret. Not the punch you didn't throw or the kicks you didn't land. Every Slayer… had a death wish."_

_His eyes looked with hers, so intense that they burned right through her._

"_Even you. The only reason you lasted this long as you have is you've got tied to this world… your mum, your brat sister, the Scoobies. They all tie you here but you're just putting off the inevitable. Sooner or later, you're gonna want it. And the second, the second, that happens…" He clapped his hands inches from Buffy's face. "You know I'll be there. I'll slip in… have myself a real good day."_

Buffy ripped her eyes from the landscape down below and realized that they were soon about to land. She'd been so stuck in her memories that she hadn't really registered any part of the trip. And that was probably a good thing sense it had shown that Buffy really, really didn't like to fly.

"_You listen to me. I've been alive a bit longer than you, and dead a lot longer than that. I've seen things you couldn't imagine, and done things I prefer you didn't. I don't exactly have a reputation of being a thinker. I follow my blood, which doesn't exactly rush in the direction of my brain. So I make a lot of mistakes, a lot of wrong bloody calls. A hundred plus years, and there's only one thing I've been sure of: you. Hey, look at me. I'm not asking you for anything. When I say, "I love you," it's not because I want you or because I can't have you. It has nothing to do with me. I love what you are, what you do, how you try. I've seen your kindness and your strength. I've seen the best and the worst of you. And I understand with perfect clarity exactly what you are. You're a hell of a woman. You're the one, Buffy."_

A single tear rolled down her cheek. He had loved her so much and with so much passion. And she had loved him too. Sometimes she imagined she never would stop loving him. Her only regret was that he hadn't believed her - there at the end. When she'd told him that she loved him.

"_I know you'll never love me," he called after her. Buffy turned slowly, to look at him. He looked… lost and content at the same time. "I know that I'm a monster," he continued, his amazing eyes steadily on her, a tiny smile in his face. "But you treat me as a man. And that's…" He stopped and the moment was gone. "Get your stuff. I'll be here."_

Sometimes she dreams of digging through the rubble of the Hellmouth. Knuckles bloody, eyes intense, hair yellow and dry as parchment as it swings forward into her face and soaks up sweat, lying limp and listless as her soul against sallow skin. Dirt flies and stone scrapes and she knows she's lost something important, something essential... if she can only remember what. But she can't remember, can never remember, and all there is, is the aching sense of loneliness that never stops. It eats at her heart and creeps along the pit of her belly, filling her with frustration and haunting her eyes with madness. She already knows she'll never find what she seeks here, but she can't stop. Can't stop digging, even when rock scrapes against bone.

_There were so many of them… Vampires coming at her in full speed. She felt tired but couldn't stop. Didn't want to either. She had to beat them back. Save them all._

"_Buffy!"_

_She registered his voice and snatched when she saw the reason to his call out._

"_Spike!"_

_She ran to him. Spike… Oh, God… What was happening to him? She stopped in front of him, trying desperately to make sense of it all - the golden shaft of light shined out from the amulet, pinning him against the wall._

"_I can feel it, Buffy."_

_He looked so peaceful. Like he'd found something that he'd been searching for all of his life. What was he talking about? What was it that he could feel?_

"_What?" She barely got the words out. Oh, Jesus… What was going on?_

_He turned his head ever so slightly and their eyes meet. His blue, blue eyes…_

"_My soul. It's really there."_

_He seemed to lose focus for a moment, and his gaze fixated on something indeterminable that she couldn't see or feel. _

"_It kind'a stings."_

_Utterly chaos all around her. The other slayers were screaming. Trying to escape. Everything was about to collapse on them. Rocks and debris falling down around her._

"_Go on then," his voice asking her to leave him. No! How could she? Had he even the slightest idea of what he was asking her to do? She shook her head in despair._

"_No! No, you've done enough. You could still…" Oh, God, he'd done enough._

"_No, you've beat then back. It's for me to do the cleanup."_

_She stared at him, her eyes wide in shock. She tried to find the words. Those who could make him leave with her. To make it out of this alive._

"_Buffy, come on!" Faith yelled from the stairs and Buffy turned her head in that direction. Couldn't the other slayer see what was happening to Spike? Or did she simply not care? And Spike's voice; "Gotta move, lamb. I think it's fair to say school's out for the bloody summer."_

_Only he could__ make a joke during a moment like this._

"_Spike!" she gasped, realizing that she actually was losing him._

"_I mean it! I gotta do this," holding his hand out to stop her._

_She could see that he meant it. That there wasn't anything that she could do to make him change his mind. And everything suddenly slowed down and became very clear. Buffy stared up at him, her eyes filling with tears and slowly laced her fingers through his. She holds on to his hand while it caught on fire. And Spike looked down at her, so peaceful. So full of serenity. Buffy knew at that moment that she loved him beyond all meaning._

"_I love you," she half whispered, staring into his gaze, trying hard to put all her emotions into those three little words._

_He turned his head towards her, giving her a gently smile as he was dying._

"_No, you don't," he said softly. "But thanks for saying it."_

_She kept her gaze locked in his. I love you, Spike. Wanting to say the words again, but something hold her back. Maybe that begging look in his mysterious eyes. Telling her that he didn't want her declaration of love._

_Buffy gasped as another earthquake hit, jolting their hands apart, causing Buffy's heart to die, once and for all, to never fully recover. The whole cave was shaking and trembling, about to collapse on the both. She looked at him helplessly._

"_Now go!"_

_She left him there. Left him to meet his destiny. Left him to die…_

The pang had never left her, she realized now as the plane started to descend. The pang of knowing that he died, not knowing how much she really loved him. How much of her heart she gave him that night when he held her.

She suddenly felt a rush of anger, a surge of pain. He'd left her. He'd said that he would never leave her. But he did. She should have known better than to trust him to keep his promises.

"_We__'__re not all gonna make it. You know that? "_

_His gaze meets hers, and suddenly she realized she trusted him._

"_I always knew I would go down fighting."_

"_I__'__m counting on you. To protect her."_

" '_til the end of the world. Even if it happens to be tonight."_

He'd stayed by Dawn's side that entire summer. Became a close friend - if not even family to the grieving teenager. He'd kept his promise then and she knew deep down inside that if he'd been able to - he'd kept his promise to her once again. But unlike the case with Dawn… He'd really left her. And took a good chunk of her heart with him.

"Fuck you, Spike," she muttered as the plane touched ground. She stood up, shakily and reached for her bag. "Fuck. You," she muttered, a little louder, earning looks from the others.

"FUCK. YOU!" she screamed, the agony of a life without Spike washing over her in waves.

Suddenly Dawn was at her side and took her in her trembling arms.

"It's okay, Buffy. You need to calm down. It's okay…"

Buffy leaned against her sister's shoulder, tears flowing freely down her cheeks.

"He said he'd never leave me," she whispered. "He said…" She closed her eyes and felt Dawn gently caressing her hair. "I lost him again, haven't I…?"

_Spike embraced the crucifix, resting one arm over each side of the cross bar, and resting his head against the corner of the vertex. Smoke started to rise from his limp body as Buffy looked on, tears starting to fall down her cheeks._

"_Can… Can we rest now?" he mumbled, drifting in unconsciousness. "Buffy… Can we rest?"_

**_TBC_**


	7. Chapter 7

**Ch.7 ****Lost in the past**

Angel heard the terrible crash from a door that was kicked from the frame, and sighed. The Slayer had arrived. And she was mighty pissed. He turned around just in time to see her kicking in the door to his office as well. Behind her trailed a band of familiar faces - along with new ones.

"Buffy," he greeted and nodded at them all. "Guys. Welcome to Wolfram and Hart."

"Quit with the chitchat," Xander said in a firm voice as he eyed the vampire coldly. "Where is he? Or it?"

"You must mean Illyria."

"Who else?" Dawn raised an eyebrow.

"I don't think I know…?" He nodded towards the unfamiliar faces.

"This is Kennedy, Liv and Kiera," introduced Dawn briefly. "Why are you staling us?"

"Staling? I'm not staling," protested the vampire. He turned his eyes to the witch. "Nice of you to bring them all with you, Willow."

She smiled and then he noticed how huge her stomach was. Dear lord…

"Are you _pregnant_?!"

"Yes." She didn't say more and he didn't ask. But he thought that she looked radiant.

Buffy on the other hand looked - tired. Tormented. Was it because of Spike? _Of course it was about Spike!_

"Where is the demon?" Her voice was harsh, no warmth lingering in it and he felt a shiver tracing down his spine. This wasn't the Buffy that he remembered.

"It's in one of the training rooms."

She swung around and left the office.

"Buffy - wait!"

Angel beat her to the training room, placing himself in front of the door and kept her from entering it.

"Buffy, no. He - it's not Spike anymore."

"Get out of my way!" She showed him to the side, opened the door - and froze in an instant.

The creature that had been pacing the room stopped dead in its tracks and gazed her over with icy blue eyes and cooked its head to the side in a way that remanded her of Spike. Then a smile slowly appeared on its blue lips.

"Slayer."

"My god…"

"Don't be fooled, Buffy," warned Angel by her side. "It may sound like Spike - but trust me; it's not him." He snarled. "There's nothing left of him in that creature. Nothing."

Meeting the dead glare from Illyria made Buffy believe that what the vampire was telling her actually was true.

"I don't…" She hesitated. "Isn't there any way that we can save him? To bring him back?"

Angel shook his head and placed a hand on her shoulder.

"No. He's gone. Truly gone."

The creature had to this moment only studied them with mild curiosity. But now it approached them gracefully.

"I can feel power in you," he declared not letting his gaze drift away from Buffy.

Buffy shuddered then turned her head to Angel.

"Leave us."

"What?"

"Leave us," she wasn't begging, she was demanding and the vampire obeyed.

Buffy sighed and looked at the creature before her.

"Spike…"

"I can sense his essence in this shell," Illyria spat out looking offended. "It makes me feel… unsatisfied. Had I but strength to do so I would rip every memory of him out of this body." He silenced and glanced over his shoulder to the spot in which Buffy stood. "Does this anger you? Does it displease you that I remind you of this shell?"

"He had a name." Buffy gritted her teeth and contemplated for the thousandth time in just seconds if it really was worth it - to have this creature, this abomination, alive.

"A name you say. Spike." Illyria stretched out a hand and studied it curiosity. "That's the shells name." He turned around completely and walked gracefully over to the mighty pissed-off Slayer. "You had affection for him."

"I _loved_ him." Buffy averted her eyes from the Not-Spike creature before her. "And you killed him."

Illyria tilted his head in a way to much Spike manner.

"Love?" He seemed to taste the word. "I care little for the feelings of humans. This love that you speak of is clearly one of those. I find it… Appalling."

Illyria positioned himself so he was face to face with Buffy.

"Yet it seems that there are others, not only humans, that feel these emotions. This shell seemed to share it as well. Both for you…" Illyria smiled weakly. "And for Fred." The demon noticed the painful expression on the Slayers face and seemed pleased.

"Before dying… There are fragments… When his brain collapsed, electrical spasms channeled into my function system - memories." Illyria held up its hand, making a gap between its thumb and index finger. A blue spark formed between those two fingers. In Spike's voice, Illyria repeated the vampire's last words. "Oh God, Fred, why can't I stay?"

Buffy gasped with pain and stumbled away from the demon.

"Stop it! Please stop it!"

The god king eyed her thoughtfully.

"You grieve for him. For a single life. I can feel it stain my very being. I don't like it."

Buffy tried not to sob, to show this creature the pain she felt. _I have to be strong,_ she reminded herself. _He always wanted me to be strong._

Suddenly, Buffy noticed that the demon was standing far too close to her. Clearly, Illyria, like Spike, had never heard of the Bubble of Personal Space. Buffy should have left the room, turned away, done something besides standing there, but Illyria looked like Spike. Buffy couldn't tear her eyes away from the imitation. The demon had in some unexplainable way taken the appearance of Spike. But this thing wasn't Spike. It had no right to pretend it was.

"No!" she shouted, pushing Illyria away.

"You dare strike me?" Illyria asked, shoving Buffy back. The Slayer propelled across the room. She hit the wall. Hard. She thought she might've broken something. "You dare raise your hands against me?"

The demon's voice coming out from Spike's mouth. It was wrong, unnatural. The eyes held no hint of warmth or love and its voice shaking with demonic fury.

"Change back," Buffy ordered, getting up on shaky legs.

"It's better this way, luv…" It was back to using Spike's voice, all trace of anger gone.

"I'm not your love!"

The demon's use of the word made her feel sick.

"Your grief hangs off you like rotting flesh," Illyria murmured. "I could no longer tolerate the stench."

"So you did this?"

"I became what you wanted. He meant a great deal to you, didn't he?"

"You can't possible know what he _meant_ to me, Illyria."

"I know what you meant to him," the demon mused. "You were his greatest challenge - his third Slayer to kill. Then you became an ally, a friend and then lover. You were his enemy, his companion, his friend. The names he called you echo through my mind. Slayer! Buffy! Luv! Pet! Goddess!" Illyria smiled weakly. "I find it amusing. Do you know what he referred you to the most? _The One._" The demon leaned in closer. "Do you know what he called Fred? _The love of his life._ Funny."

Buffy didn't find it funny. Instead she wanted to scream, break something and hide somewhere so that this creature couldn't torment her any longer. It was too cruel.

"You can never be him, Illyria. Don't try to be."

With that, Buffy walked out of the room. She suddenly felt very tired. As if all her strength had abandoned her. The door closed behind her with a soft swish.

**TBC**


	8. Chapter 8

**Ch.8 ****Persistence of memory**

Angel found Buffy hiding from the others in a dark room at the end of one of Wolfram and Harts seemingly endless corridors. When he entered the room, without knocking, he noticed the tearstains on her cheeks and the puffiness of her face. She'd been crying for quite some time and his heart ached in such away that if it had been beating it would have popped out from his chest.

"Buffy…" He hesitated, not really sure if he should back off, give her some space to take it all in. But looking down at her he realized that she didn't want to be alone. "I know that you had feelings for him." Swallowing. "You said that he was in your heart…"

"Spike...." She shook her head. "It's too much, I don't know what to say. I don't know what..."

She fell silent for a second, her voice full of wonder. "If you'd told me that I'd cry for him someday, I would've laughed myself sick." Pause. "And probably staked you. But... he changed." Buffy's face crumbled up, and her voice got raspy. "He changed for me and now his gone and it's all my fault."

Angel knelt by her side and pulled her in for a hug. She continued sobbing against his chest.

"Buffy… It's not your fault. The amulet… he could've said no. But he chose it himself. There's nothing you could have done different. Believe me." Caressing her hair. "And as far as Illyria's going… That's absolutely nothing you could have done to prevent that. You didn't even know that he was back."

"How is that exactly?" Her voice had a hint of steel in it as she raised her head to look into Angels' eyes. "Why didn't anyone… you… tell me that he was back?"

"Buffy… When Spike came back he was incorporeal. He couldn't touch or feel anything. There's no way he could've got in touch with you. And as for as the rest of us… We were occupied with our own stuff. And as the time passed…"

"He forgot about me." Buffy shook her head and let out a deep breath. "He stopped loving me…"

"I don't think that he ever stopped loving you." Angel admitted generously.

Buffy meet his gaze again and smiled weakly. "Thank you."

* * *

Buffy found the demon, formerly known as Spike, in one of the offices. It seemed to be studying some papers on a desk.

For a moment she briefly thought of turning around and flee the scene but then she put herself together and stepped over the threshold. She needed answers and she needed them now.

"Did he love her?"

The demon lifted his head and with one fluid movement turned to face Buffy.

"Love?"

"Fred. Did Spike love her?" Buffy stood with fists balled, staring him down.

Illyria regarded her silently, so still it was almost unerring. Buffy was about to repeat the question when he spoke. "Yes."

The answer caused a strange constriction in her chest. "Was that why he stayed in Los Angeles? To be with her?"

"You seek answers to which I have none." The demon said and tilted its head. "The complexities of humans do not interest me. It is tiresome and not worth contemplation."

"Why do your stay here then?" Buffy took a step closer to the entity. "You must know that no one wants you here? Your presence is a mockery against the one you murdered. In fact you have no right to exist at all. You shouldn't be here."

"You presume to deny me a place in this world, one I have rightfully earned?"

"Hell yeah, I deny you."

Illyria closed in on Buffy and she couldn't help but back a few steps. This got the demons attention and it smiled briefly.

"You wish me gone? I should have believed otherwise. After all," he purred, a calculating look spreading across his face "you still desire this body."

"Eww, gross!!"

Illyria took another step closer to Buffy, its head tilting as its expression turned colder

"You left him to die. Yet still you cling to the memory of him?"

There was a flat emptiness to the demons eyes that made her whole body shiver. There was nothing of Spike left in this abomination. Angel had been right.

"That's all that I have left," Buffy whispered and turned her back against the demon. She was stopped in her tracks as it reached out an arm and spun her around.

"We are not finished," it snarled. "You wanted an answer." Creepy smile. "And one you will have." Sending her flying through the air with a powerful blow. "He stayed in this place because he feared you."

"You are so going to pay for that." Buffy got to her feet, rubbing her bruised bottom.

"You will try. And you will fail."

* * *

_Slow, seductive tunes filled the air. __She looked up into his face mesmerized by his beautiful blue eyes that promised long nights filled with love and passion. A passion she already had tasted and wanted more of. When another song began he moved her arms up to encircle his neck and wrapped both of his own around her waist, drawing her tightly against him. Then his hips began to move ever so slowly in time with the music, sensual and temptingly, carrying hers with them._

"_Are you with me?"_

_His voice, deep and rumbling like thunder over soft hill, ran over her like liquid honey, sending shivers down her spine and causing something warm to spread in the lower parts of her body. Oh yeah, she was with him alright._

"_Are you with me, Fred?"_

_She nodded her head against his shoulder, drawing the scent of him in. So unique…_

"_Are you with me, Fred?!"_

_He sounded different and when she lifted her head to look up at him she gasped for air._

"_Angel…?"_

"_Wake up!!"_

Fred woke with a gasp and jolted up in her chair, making Angel jump back with a start.

"I'm sorry if I scared you. But you slept so heavy that I was beginning to worry," he said and stepped closer as she regained her senses. "Are you okay?"

Fred pinched her nose and blinked against the sharp lights.

"Nightmare," she mumbled.

"You seem to have them a lot lately."

Fred shakily rose from the chair and walked over to the window. She positioned herself so that she could look down at the street below but still keep a weary eye on the vampire.

"I've been sleeping a lot recently."

"This isn't you, Fred." Angel joined her at the window, looking down at her with those soulful eyes of him.

"It isn't?" she mumbled and blinked at the sudden prick of tears. That happened a lot lately. Her emotions getting the upper hand. "Are you saying that I can't grieve for a dead lover?"

"Not saying that. I'm just concerned for all the time you spend in this laboratory. You do know that there's nothing that you can do that will bring Spike back? He's gone, Fred."

"I know." Sighing. "Believe me, I know."

**TBC**


	9. Chapter 9

**Ch.9 ****Slayer vs. Illyria**

Buffy circled around the demon.

"Ready to give it a go?"

"More than you think, human," the demon snarled.

Buffy punched him right in the face, but noticed that he didn't even flinch.

Illyria sighed and looked thoughtful.

"This shell. You had affection for it. For Spike. Yet you strike at it his form without sentiment?" the demon tilted his head questionably.

Buffy returned to fighting position.

"You're not him. You may look like him, in some ways, but truth is that Spike's dead. And I have no problem hitting you." With that she launched herself at the entity, and got in a good blow at his side.

Illyria pushed her away with tremendous power and held his hand to the side, giving Buffy an inkling that the demon had taken damage. It felt… Not as satisfying as she thought it would be. Despite her previous words, Buffy had trouble fighting this demon that had the appearance of Spike.

"You're adapting," the god king snorted and looked unhappy.

"Hello; Slayer here!" Buffy laughed, confident that she had the upper hand. That laugh ended quite abruptly when Illyria punched her hard in the face, making her fly across the room and hit the far side of the wall. She slumped to the floor and shook her head to clear it. Was she actually seeing yellow birds?

"Adaptation is compromise!" Illyria snickered and started walking towards the dizzy slayer.

"When the world met me - it shuddered. It groaned and knelt at my feet." He watched as Buffy staggered back up on her feat. "Illyria was all that they needed to know."

"Great," Buffy puffed and stretched her muscles. "What the world needs; another demon with god complex."

Illyria looked at Buffy what almost seemed as hatred.

"You have nothing. Your kind has pulled this domain apart. Each of you snatched a tiny piece of it. Even those with the mightiest hordes are poppers."

Buffy sighed and came to an understanding about this entity; it really had way too much confidence. And that could never be a good thing.

"The one who dies with the most toys win?"

"To never die. To conquer all. That is winning."

Illyria walked right up to Buffy and smiled when he noticed the Slayer's stiffed posture.

"You're afraid of me." His otherwise monotone voice was filled with pleasure.

"Me? Afraid of you? Pleazzze…" Buffy snorted and took a step back. "Try bored."

The demon tilted his head and the smile grew wider.

"Bored? I don't think so. You are afraid of me. You think I'm unpredictable."

"I'm used to unpredictable. What baffles me is that I don't know why you're here in the first place," admitted the Slayer.

The blue demon stopped in its tracks and gave her a thoughtful look.

"What meaning have I in this bleak and weary world? What meaning have you?"

"Well… I'm Buffy Summers. I'm here to fight evil were ever evil is. I'm the slayer. The chosen one."

The demon seemed unimpressed.

"My name is Illyria. Shaper of worlds. Worshiped by countless minions. I've been known to destroy creatures like you for daring speak to me - let alone laying hands upon my person."

"Oh, well…" Buffy draw in breath. "Now that that's done and over with. Why are you here?"

Illyria was about to answer, when the door suddenly flung open and a young man came running across the room and embraced the annoyed god king in a hug.

"It's really you!" chirped Andrew and sniffed at the demon that grew angrier for each second.

"I never thought that I would see you again, but here you are! Here I am! It's like when Aragon returned from the battle when all thought he was dead…" The boy kept sobbing and Buffy could see that Illyria was either thinking of just killing him or simply play along to see which advantages he could get out of this boy that seemed to worship him. Finally the demon looked over at Buffy.

"You know this person? Then you make sense of it for me."

"He's Andrew," she simply said with a smile. "He's harmless. And quite the fan of Spike."

"In my day we kept beings like this as pets."

At that Andrew jumped away from the statue like figure and realized just whom he had been hugging. This wasn't his hero. It wasn't Spike at all. And he cried even more.

"It's not fair! The great champion of Sunnydale died so easily by this creature's hand! He did not merit such a fate!"

Illyria seemed to just be out of patience and he gave Buffy a steady look.

"His noises bother me. Make him stop."

"And how do you imagine I would do that?"

"Rip his vocal cords out."

* * *

When Andrew finally left the room, Buffy and Illyria continued their training session. Well, in all fairness, it was more like Illyria smashing the Slayer around like a sandbag. And Buffy had to acknowledge the fact that she was no match to her opponent. It didn't make her feel all that good. Had she finally meet someone that she could not win over? Illyria seemed indestructible; blades did not affect her at all, stakes did not even make a scratch on the blue skin and pure muscles were completely useless.

Buffy hit the wall yet again and this time she stayed down on the floor a little bit longer, in an effortless attempt to gather her strength.

Illyria bent down and lifted her up in the air as if she weighed nothing.

"You're getting tired. I could easily destroy you right here and now. And you wouldn't be able to stop me." But he didn't. Instead he put her down at her feet. "I chose not to."

The door opened and Angel peered in. He frowned when he saw Buffy's molded face.

"I need to have a word with you, Buffy."

Illyria disregarded him as his eyes never left the weary woman.

"You may leave."

"Great. Thanks a lot," Buffy muttered and left the room. The door closed behind her and Illyria smiled wisely. The Slayer would come back for more. He looked forward to it.

* * *

Illyria glared maliciously at Xander.

"Why is this one staring at me? It bothers me that he does."

"Let me guess," Angel said dryly. "If someone looked at you twice you had their heads chopped off?"

"No," Illyria replied. His smile remise. "Those heads I removed myself."

"You're pretty twisted," commented Dawn with fascination.

Illyria turned icy blue eyes towards the teenager.

"I have also not forgotten have to take out peoples guts."

Buffy tensed at that. Suddenly it didn't matter that this creature resided in what used to be Spike. Nobody threatened her sister.

"If you lay a hand on Dawn I'll…"

"You will what?" sneered the demon king. Outer worldly eyes regarded them coldly. "There is not a being amongst you that have the power to stop me." Concentrating on Dawn. "But rest assure; I will do no harm to the young one. This shell valued her dearly. He used to call her…" The entity closed it eyes and seemed to search deep inside itself to find the nickname and when it finally open its eyes and spoke tears formed in Dawns' eyes. "Niblet."

* * *

One blow glanced across the side of her face, but it didn't knock her down. Rather, her own fist returned his punch, catching him squarely under the jaw.

"You think I would ever give up?" she retorted coldly.

Illyria's head snapped back, and he took two steps away from her to centre himself. "Impudent, _vile_ human," he hissed, striking out again. This time his heel caught Buffy squarely in the centre of the chest, and the blow knocked her through the doors and out in the hall. She slid across the floor for several feet, before coming to a halt in a huddled mass against the wall.

Illyria's foot came down on her head, pinning her in place before she could get up.

His hands clenched into fists. "I should crush you where you lay, Slayer."

"Go ahead, then," she countered, unconcerned. "See if I care. At least I know were I'm going. I've been there before."

Her words shouldn't have had the power to harm him, yet they did. Some small part of him, maybe inflicted by the shell, still cared for this human. Still wanted her to be safe.

"And then I might be with Spike." The words were soft, almost longing.

Spike's name had never invoked rage in Illyria before. Now, he felt it threaten to boil over within him, and he could not comprehend why. He breathed deeply to fight down the emotions, and spoke calmly once more. "Spike is dead. His soul was destroyed when I took over this shell. You could not be with him even if you chose death, Slayer."

"It doesn't matter," Buffy sighed. "I'm not the slayer I used to be. I feel week and weary. Maybe it's better that I don't exist in this world any longer. Maybe it's finally time… For me to find some peace - at last."

"None of it is true," Illyria said. "You are a valiant and competent warrior, and you would have found favour in my court in the days of my power." With that he took a step back, freeing Buffy as he did. "And Fred would not approve of me killing one of her friends."

Buffy got back on her feet and coughed a little when she felt how sore her throat was.

"Fred? Are you afraid of what Fred would think?" It came unbelieving.

"That human is quite resourceful," nodded Illyria and didn't seem embarrassed at it.

Buffy thought it better not to say anything further on the subject and started halting down the hall.

"I need some R&R," she cast over her shoulder. "See you later. And say hello to Fred from me, won't you?"

Illyria didn't respond, but he looked like he was deep in thought.

"I will," he said then and turned around to seek out the scientist.

**TBC**


	10. Chapter 10

**Ch.10 ****Exploration**

Fred was deep in thought when she suddenly realized that she wasn't alone any longer.

"I thought you were with Buffy."

"I am where I want to be," the demon declared.

"But I don't want you here."

"You're lying," was the quick response. He leaned in closer. "You're intrigued by me. I can feel it. Not only because I wear the shell of your former lover… But because you're curious of me."

"You're deluding yourself," she sneered.

"Am I now?" The demon sounded amused.

"Yes." She looked away. "Can't you see that I don't want you here because every time I look at you… All I see is _him_?"

"Spike was your lover." Illyria raised an eyebrow with a scar from a wound it had never received. "Why is your pulse racing right now?"

"That's none of your business," Fred said, almost chocking on her words. "And you're not him."

"No, I'm certainly not," the demon took a step closer, making her take a step back. "Yet you still desire this body. I can smell it."

"I'm only deluding myself," she admitted and sighed warily. When she looked up at the demon it had yet again taken the form as Spike. "Why are you doing this to me?"

Illyria actually seemed disturbed for some reason.

"Against my will I feel. Do you wish me to pretend I do not?"

Strangely, Fred felt a sudden urge to comfort the god king, and she raised a hand to caress his cheek. Her touch was delicate and his skin felt soft but firm under her hand. _Spike…_

And he bowed his face and gazed at her. "You dare touch me."

Realizing what she was doing, she yanked her hand back and started to rise. But he grabbed her wrist, held it fast in his hot grip. "I will permit it."

"Illyria..." Fred had her pride. She should really get her wits together and stand back from him. But he still held her wrist, and he'd break it if she pulled away. Fred felt a twinge of curiosity. Was it really so bad to whish that, just for a moment pretend this thing actually were Spike?

Illyria didn't let go. Didn't back off. Only studied her with an infinite regard. His lips were parted as if he meant to say something, but he said nothing. If this were just a man, and not a god-king, she might even think he wanted to kiss her. But this was a god-king, and she didn't know what the hell he wanted.

She did have some basic sense of what she wanted, however, and she closed her eyes and felt him – the heat of him, the strength of his grip on her wrist, the power of him. Not a he. Something more than a he. But nothing less.

"I know that you're not him," she whispered. "But yet you are."

"All I am is what I am," he replied, just as low. And their lips met for the first time.

Hands glide down her shoulders, feather light, fingertips skimming across her skin and making her shiver. A kiss pressed to the nape of her neck. Lips against her collarbone, and she arched her back, closing her eyes in sweet surrender.  
Her hands found their way pass the T-Shirt, running across the liquid-smooth planes of his back, his wrapping around the flat of her stomach. Warm or cold, human or something else, she doesn't know, doesn't care. The way he touches her, it makes her skin sing, his fingers knowing the curvature of her breast, the chamber of her thighs, like he has an atlas mapped out of her entire body.

When Illyria kisses Fred, she kind'a expected that he'd to taste icky - like a nothing. Not taste at all. That he'll be cold like ice perhaps. But instead he tastes a little bit like beer and a lot like tobacco, which was the way Spike used to taste. His lips aren't cold, neither is his skin -it's not exactly warm, but it's not cold. His mouth is soft, his skin is smooth. And the thing that he does with his hands… Fred moaned and leaned in closer, ready to do whatever he wanted to do. She was so warm that…

"Fred."

Angel's harsh voice broke through the thick fog that she currently existed in and she blinked.

"Fred, what are you doing?"

Illyria looked over her shoulder at the angry vampire and fired of one of Spike's rare smiles. The moment had passed and Fred slowly got her focus back. She never wanted it to stop, but she could feel how he began to pull away. When he did he smiled tenderly at her. His eyes were so blue... Looking into those eyes, for a second Fred forget where she was.

Angel looked even more agitated and she shook her head to clear it.  
"Get out, Fred" the vampire said, and without a word she turned around and left the room. Angel cast one last heated look at the demon that now looked like Illyria before following the young woman out, closing the door behind him.

"We need to talk." He informed her as they made their way down the corridor.

"I know…"

* * *

Willow was on her way to speak to Angel when she was met by an upset Fred. The other woman was just leaving the vampire's office and the witch could defiantly see tears in her eyes. As well as those pale cheeks.

"Fred? What's the matter?"

The scientist rushed right pass her and didn't respond. This made Willow ask herself what really had gone on in Angel's office.

Willow could see through the doors that Angel stood with his back against her, facing the windows, and that he looked rather upset himself. She swallowed hard before entering the room. A moody vampire was not on her favourite list of people.

"Angel," she greeted and fired of one of her most charming smiles. It didn't help much. "What's up with Fred?"

"Huh?" The brooding man turned around and noticed her presence. "Oh that… I came in on her kissing Illyria." He noticed the stunned expression on the young witch's face and sighed. "I'm worried about her, Willow."

"Maybe you should be." Willow laid a protective hand on her swollen tummy and placed herself in a comfortable chair. "How serious was that kiss? Just a hey-I'm-curious-kiss or was it more like I'm-going-to-have-sex-with-you-kiss? Cause if it's the last one we should be very concerned for Fred's sake. It can't be healthy, Angel. It really can't."

"Don't you think I know that?" he barked and then looked apologetic. "I'm sorry, Willow. It's just that I care so much about Fred. I always have ever since we saved her from Pylea. And it hurts med that I can't save her this time. I'm starting to doubt that anyone can save her."~

* * *

Fred stumbled into something solid and stopped dead in her tracks. When she jolted her head back she found herself meeting Illyria's firm gaze.

"You are disturbed," the god king's voice seemed to show displease over that fact.

"I…" Fred gulped and tried hard to keep up with a happy posture, "I'm okay."

"I could destroy whatever dares to make you unhappy," Illyria pointed out.

Fred had no doubt about that and she gave the entity an appreciative smile.

"I rather you did not. But thank you."

Illyria gave her an awkward smile, unused to such displays of affection.

"Your gratitude is noted. I do not wish to see my guide in this world so turbulent. Is there anyway that I can aid you in this matter?"

"No, not really." Fred sighed. "I think I'm just gonna take a bath and then go to sleep."

"A bath?"

"It involves water. And soap," informed Fred.

"I have memory of that," Illyria said. "The shell…" he noticed Fred's sad expression and without thought quickly changed course. "Spike liked to take baths -with you."

Fred remembered that. Oh, how she remembered that. The two of them in the tub, laughing and splashing water on each other before engaging tender lovemaking. His wet and slippery skin under her fingers, the touch of his hand against the nape of her neck as he leaned in closer, the feeling of his talented mouth that placed kisses on her throat. The wicked smile when his hand went lower, as he…

"I will observe you during this activity."

"Er… What?" Fred blushed and returned to reality. "No, I don't think so."

"I do whatever pleases me to do."

"Yeah… But you see… This is really a thing I want to do by myself."

"Yet you shared this ritual with this shell. With Spike."

Fred could see that the demon actually seemed saddened by the fact that she didn't want him to join her. Was it possible that the god king really had developed feelings for her? No, that had to be impossible. Illyria was above such petty emotions.

"It's different," Fred admitted, feeling just a little bit tired. "And I really don't want to discuss this further. Can't you just let this one rest? I need to be alone for awhile."

The entity tilted its head and studied her with infinite curiosity. As if he wanted to read her mind. And maybe he did, because he simply stepped out of her way and waved his hand as if to disregard her.

"I will allow it." And Fred walked right pass him and disappeared out of sight.~

* * *

Angel approached Fred's quarters with caution, knowing that Illyria could be popping up just about anywhere. The god king was quite serious in his efforts to protect his guide and their habitat. And the vampire had no desire to end up as a pile of dust. Hence the stealthy approach.

Angel reached Fred's apartment but didn't knock on the door. Instead, he started pacing the corridor while trying to figure out what he was going to say to her. After all, it wasn't easy to tell someone that they should go on with life. And forget the greatest love in one's life.

The vampire shook his head and agreed to himself that he was a coward. And that he'd been wrong to think that he could tell Fred what to do or not to do. She was a big girl. She could take care of her self. On the other hand…

The door swung open, and Illyria glared at him from within. "Is there a purpose for your lurking? It disturbs me."

If Angel's heart had been functioning it would have popped out of his chest. He immediately stopped pacing and stared at the entity with widened eyes.

"Please don't kill me."

Illyria looked back at him. "I have not desired your death for days now."

Angel sighed with relief.

"Oh."

"What are you doing here, half-breed?" Illyria wanted to know.

"I was just going to check on Fred. I…well, we were worried about her."

Illyria tilted his head to peer at the troubled vampire.

"I perceive that you care for Fred. Fine. I will protect her."

"I'm sure you will." Angel looked the ancient demon in the eye. "But who will protect her from you?"

"I do not understand your concern. I pose no threat to the female. Nor do I wish her harm. She's my guide in this realm and as such she holds great value to me."

"I guess that I have to take your word for it," muttered Angel. He didn't have time to get into an argument with the stubborn Old One. "I'll just go then. I certainly hope that you take good care of Fred, Illyria. She holds great value to us also."

"I'll guard her with my life."

Angel turned his back on the entity and left without looking back.

Illyria closed the door behind him, cautious not to make any sound that could wake the sleeping woman that laid still on the bed. She was not moving and almost appeared statuesque. She was his to protect and the god king knew he would do anything to keep her safe. He flipped the switch and the room turned black.

As soon as the room was dark and quiet, the woman in the bed stirred. She kicked the neatly tucked covers onto the floor and grasped the pillow.

"No! Spike … I … it's my … I can't help … I didn't mean to ... Spike!"

In the old worn routine, Illyria stroked Fred's hand and whispered, using Spike's voice; "I'm here. It's okay, I'm here." Another long night of this. She wouldn't remember in the morning, but it was better that way.~

**TBC**


	11. Chapter 11

**Ch.11 ****The hole in my heart**

Fred was dreaming. It was actually a memory, one of the last times they made love before he died.

_He was holding her in his arms, his muscles rippling under her fingers as he thrust gently and slowly inside of her. His eyes were so blue, so blue she thought she'd never seen anything so blue before, and he had that look on his face, that look that said she was the centre of his universe, that she was a miracle, that she was precious, that she was amazing and important and beautiful and cherished and real and alive and loved. _

_He kept gazing directly into her eyes with that look on his face, that look in his blue eyes, and it was too much, too intense, what his eyes were doing to her insides, and so she closed her eyes and focused her senses on his lean body against hers. She moved against him, stroked his smooth back and shoulders and biceps with her hands, and he moaned softly as he lowered his head to press his lips against hers with the lightest of touches. _

_"I love you," he whispered, his lips hovering almost against hers, so that she felt the movement of the air, felt the words against her sensitised mouth, tender from his kisses._

Yeah, Fred was dreaming, and in her dreams she felt loved and wanted. And safe. Only thing was, it wasn't true. And she knew this deep inside and in her dreams she cried softly for the man that no longer existed. For the man that always would hold her heart.

* * *

Buffy closed the door behind her and looked over to the bed where Fred laid. She seemed almost dead asleep, but she could tell that she somehow knew that someone was in the room. Maybe her senses had grown in the presence of a god king.

"Spike?"

She froze and closed her eyes in pain.

"Come back to bed, love." Fred's voice was hoarse and lazy. Thoroughly sated. And filled with seductive promise. "There's no need to go up." A pause; then, "Spike?"

"It's me, Fred," Buffy's voice was quiet, a hint of sadness in it. Did she dream about Spike a lot? Of being in bed with him? Of course she did, Buffy thought to herself. And blinked at the sudden prick of tears. "Go back to sleep," she told the other woman.

"Buffy?" This time Fred's voice were much clearer and the other woman sat up, leaning against the headboard. "Why are you here?"

"I came to see if you were alright," Buffy admitted and stepped closer to the bed. "We all were worried about you." The Slayer swallowed. "Angel said that you left his office quite upset. And it had something to do with Illyria."

At the mention of the god king, Fred began to search the rooms with her eyes after him. But she couldn't see the entity and for some strange reason she felt uneasy.

"Where's Illyria? I thought he'd be here?"

Buffy meet the other woman's eyes and tried a reassuring smile.

"I think he's sleeping." She pointed in the direction to the corner of the room, and Fred could finally see the entity there; standing still as a statue and with unblinking eyes. It was practically impossible to tell if he were asleep or not, but Fred had long sense learned that when he entered rest mode his shell seemed less…blue. As if in his sleep a part of Spike shined though.

"He's sleeping," she informed the Slayer and smiled tenderly at Illyria. "Isn't he cute?"

Buffy's eyes popped over at the god king, but she couldn't see what Fred thought was cute about it. Her eyes returned to the sleepy young woman and narrowed. Had Fred lost track of reality? Had she spent so much time in this creature's presence that she simply had forgotten that it had killed Spike? Buffy knew that she would never be able to forget that. Hence why she had so much trouble being around Illyria. A matter of a fact, she felt uncomfortable every time she was in the same room - as now.

Fred didn't seem to mind tough, and that sent a shiver down Buffy's spine. Maybe Angel had every right to be worried for Fred's sake.

"You should go before he wake," Fred suddenly announced and Buffy twitched. "He can be really cranky when he wakes up."

"I'll go," said Buffy and began to walk towards the door. "Goodnight, Fred."

"Goodnight, Buffy."

Buffy closed the door behind her, unaware that Illyria had awoken moments before and studied her department with manipulative eyes.

* * *

Buffy knocked on the door, but didn't wait for a response before opening the door and stepping into the room.

"Hi, Buffy," greeted Willow and smiled at her from the floor, to which she'd been sitting ever since two hours ago. Right after her little talk to Angel. "How did it go?"

"Poorly. She's behaving as if Illyria were the only thing that matters. And it kind'a scares me. Creeping me out."

The pregnant witch let at a small sigh and got up on her feet, surprisingly gracious for a woman in her condition. Buffy's eyes darted to the swollen tummy and she felt a pang of jealousy. She wondered if she ever was going to be a mum. Then she thought about it; if she got pregnant - it wouldn't be Spike's child. Never his…

"Buffy?"

She snapped out of the small moment of grief and noticed her friend's curious expression.

"Sorry bout that," she smiled vaguely. "I just can't stop thinking that… that creature killed Spike. And is now using his body as a shell. It's just not fair, Will."

"Hey," said Willow and laid a hand on Buffy's slumped shoulder. "Life is never fair. But we make the most of it with what we can. And Spike would have wanted you to be strong. Right? That's why he died in the Hell mouth - so that you could live a normal life."

Buffy closed her eyes, the pain searing in her as the memories once more flooded her. Her eyes started to tear as she remembered gripping Spike's hand in hers, palm to palm. What no one knew, was how close she had come to turning back, to return and die with him. Turning and running had been almost impossible, but returning would have achieved nothing except a futile gesture to a love that had never had an opportunity to fully blossom. They couldn't be together in life or death and it'd been his last wish that she should _live_.

"In the Hellmouth," she started, "when I touched his hand, I could feel it, feel his soul and it was beautiful. I knew who he was and he was a good man. Everything else went away and it was just me and Spike. His wonderful soul… it was around me, in me… we were as one. In that moment I fell in love with him… And I had to let him go." Buffy sniffed and Willow let her gather herself. "You know, after all that time trying to get rid of him, I was starting to get used to him being there… I thought he'd always be there." then the heartrending sobs started. "I told him that I loved him, but he didn't believe me. Oh God, it was too late… And he didn't believe me. He said 'No you don't. But thanks for saying it'. He really didn't believe me, Willow… Why didn't he believe me? Why? Why am I here… Why…?"

Willow, with tears in her eyes, wrapped her broken friend in her arms and rocked gently with her.

* * *

Fred knew that Illyria had some sort of feelings for her. It was clear when he sought out her company again and again. When he changed his demeanour to look like the fallen vampire.

Or when he climbed into bed with her and rocked her while the tears fell as she cried for the inevitability of it all, his killer's hands tender and gentle as they smoothed back her hair and rubbed along her back. His voice was so low when he spoke to her, like volume was a physical thing that would shatter her if it pressed too hard.  
Maybe it would. She didn't really know anymore. But when she slid into his lap, his legs spreading to make room for her, his arms coming around to hold her, it felt like maybe she _wouldn't_ shatter at that moment. It was okay to lean on him, because she was supposed to, after all. Spike had died, but this being had been sent to her in his place.

_Please, Fred, why can't I stay…~_

_**TBC**_


	12. Chapter 12

**Ch.12 ****Babies and one confused entity**

Angel and Buffy was making their way down the corridor, when they heard the pling from the elevator and a voice calling out;"Dad?"

Buffy watched as Angel seemed to freeze in his steps and slowly turn around to the elevator. Buffy followed his gaze and saw nothing particularly special that could have made the vampire react as he did. Only a young boy with a questioning smile on his face.

"Dad?"

"It's okay, son, just come over here." Buffy swung around and saw an elderly man hold out a hand towards the boy, who immediately walked over to his father. She could see that Angel followed the boys every step intensely. What was the matter with him?

"Ah, Angel!" said Wes smiling. "Come over here and meet…"

"No!" Angel abruptly shook his head. "I'm sorry, Wes, but I don't have the time." He gave the father and the son a quick glance. "And there's gotta be a mistake. We can't help them."

Buffy's eyebrow popped up and she noticed the disappointed looks in the sweet family's faces. Then she looked at Angel, who swallowed hard before leaving the corridor and stepped into his office, closing the door behind him.

"Oh…" Wes seemed stunned by his boss's harsh attitude and Buffy felt sorry for him.

"Is there anything that I could do?" she asked him and smiled at the young boy.

Wes eyed her closely.

"Perhaps you can," he then said and nodded gratefully. He waved at the boy. "This young man is Connor. Connor, this is Buffy."

* * *

Buffy stepped into Wes's office and gave him a quick grin, while flipping through some files. _Look at me - quite the bureaucrat. Bureaucrat-Buffy at your service._

"I sent the Riley family away. Told them I would check this thing out. And don't you worry, I didn't let the kid know the whole thing was about him. He left in oblivion."

"Good, Buffy." Wes seated himself in the chair and reached for a bunch of papers. "What worries me is that whoever tried to kill him might be out there planning their next manoeuvre. And you got to admit that the kid is amazing."

"If what you told me is true he's remarkable," agreed Buffy. "Do you really think that he's in danger? If so… Maybe I should…?"

"It's too late for that." Angel's voice declared, as the vampire stepped into the office.

"For what?" Buffy asked, and then she noticed Connor by Angel's side. "What…?"

"Connor and his family were attacked."

"And you just happened to be there?" Wes sounded just a little bit sarcastic.

The vampire appeared almost embarrassed.

"Well... Yeah, kind'a," he mumbled, lowering his eyes. "I felt bad about how I turned Connor and his family down earlier - so I went after them to say that I was sorry. And came just in the right time to save them." He coughed. "With a little bit of help from Connor."

"From what?"

Angel looked up and met Wes's stare.

"What?"

"From what did you save them?"

"Er… Demons?"

"How did they look like?" Wes asked with a hint of expiration in his voice.

"Er... Demonly…like?"

Buffy barely hold back her smile and laid a hand on the young boy's shoulder.

"How are you doing, Connor?"

"Fine," he chipped. "It's kind'a cool tough. If you think about it. Demons, vampires… I mean - wow!"

"Yeah," agreed Buffy. "Want a detour of this place?"

"Okay," he nodded. "Cool."

"I'll go with you," declared Angel and joined them as they exited Wes's office.

* * *

Buffy listened to the boy's questions with a chuckle. He was quite entertaining.

"So… You like fight crime and save the world here and that kind'a stuff?"

"Well… That's the idea."

"Wow!" breathed Connor, eyes darting all over the place. "Is everyone here a superhero?" His eyes focused on Buffy. "Are you?"

"Buffy is a slayer," Angel noticed his son's expression and smiled. "She fights evil. So, yeah, she's pretty much a superhero. Other than that there are most lawyers and secretaries. Quite boring really."

Buffy shared a quick smile with Angel over the boys head and was about to say something, when one of the doors suddenly burst open and a body flung past them in a swirl of motion. After her came an impressive amount of papers, and a clipboard.

Kennedy shook her head to clear it and got up on her feet, clearly agitated.

"You fucking asshole!" she shouted and stormed back into the room, slamming the door behind her and leaving three confused people looking at it.

Angel sighed.

"Want to meet some of our co-workers?" he asked Connor, whose eyes were very large.

"Yeah… Sure," breathed the boy and followed Angel into the room.

Buffy quickly stepped in behind them and saw Kennedy lying on the floor with Illyria's foot on her face, pinning her down.

"Hey, guys," said Angel and coughed, making Illyria snap his head in their direction. "Wanna come here for a second?"

"What is he?" asked Connor and looked at the entity that slowly released Kennedy.

"Well… He's…" Angel furrowed his eyebrows. "Uh… Uh…Er… To be honest I really don't know. He's some sort of ancient demon."

"Has he any powers?"

Kennedy stumbled back on her feet and rubbed her bruised face. Buffy grimaced when she saw the damage but knew that it would heal rather quickly.

"I can tell you that he's stronger than your average demon," she sighed. "Possibly stronger than any known slayer." A quick glance at Buffy. "He can also alter the fabrics of time… And, Oh… Possible talk to plants," now she looked really confused.

"Anything else?" asked Buffy and eyed the quiet god king.

"If so he's keeping it a secret so far," muttered Kennedy and gave Illyria a vicious glance.

The Old One ignored her and turned his attention to Angel.

"I wish to keep Kennedy as a pet."

Buffy gasped for air and Angel sighed warily. Connor's eyes went even larger.

"Connor, this is Kennedy and Illyria. Guys, this is Connor." Introduced Angel and flipped through the papers on a clipboard that Kennedy had handed to him.

"Hi." Connor waved his hand and smiled at them.

Illyria ran his eyes down the young boy and then turned to Angel once again.

"This one seems smaller than your other minions. I can't see the use of such a tiny creature."

"Illyria," Angel's voice was patient. "Connor is a teenager. A young version of an adult."

"He's powerful," the god king assessed and stepped closer to the kid. "I can feel it."

"Well, that's just great," sighed Kennedy and walked over to the door. "Then maybe he could take over sparring with Illyria. I'm beat, so I'm going." The door closed behind her.

Illyria turned to Connor, who held up his hand and backed away.

"Oh, no! I don't think so."

"You're not the adversary I want to fight," admitted Illyria and looked at Buffy.

"I'm not up for it today, Illyria," said Buffy, turned her back on him and left the room.

Illyria didn't seem all too happy.

"If you want," Angel started to say, "you could help me with this case. I'm trying to figure out who wants to kill Connor here."

"I do not obey to any orders you might have," hissed the entity.

"It wasn't an order." Angel ran a hand through his hair. "It was a request. I really would appreciate it if you were to help me on this."

Illyria tilted his head and studied him closely.

"And then you would owe me?" he said with a hint of eagerness in his voice.

"Yeah… I would owe you," admitted the vampire.

"I will assist," the ancient demon declared.

* * *

Connor walked one step behind the intimidating demon, eyes looked on its stiff back.

"So…" he tried," been around quite some time have you?"

"Your assumptions do not interest me." Was the demons reply as it turned a corner. But Connor didn't give up, just continued with his questioning.

"So… You like… help Angel fight crime?"

"The vampire thinks he can help save this pitiful excuse of a world," Illyria said. "He battles illusions and fantasies."

"So, you're saying that the world cannot be saved?" Connor's voice was tensing. And Illyria picked that up and swung around to look down at the teenager.

"You fear the ending of this pitiful world?" he asked thoughtfully. "Why?"

"Er… Cause I live in it?" He blinked. "And I can't believe that you wouldn't care if the world ended. You live in it too, right?"

"I do not concern myself with the things you tell me. You are a human. I am superior to you."

"But, don't you care what would happen to the others? To Angel, or Buffy…"

"The vampire is only mildly annoying and has proven to be a champion of the people," agreed Illyria. "But I fail to see why I should care if he lives or not? As a vampire he's beneath me on all levels. And the one called Buffy, although her strength, is merely human. Her death is inevitable.

"Are you saying that there's no one that you would miss if they died?"

The demon paused and got a bewildered look on his face. Then it disappeared.

"No." He noticed the young ones shocked expression. This one intrigued Illyria, made him wonder about him. It was as odd as it was annoying, this creature. This teenager.

* * *

Angel had finally found a lead on Connor's case and went quickly to search for his son. He found the young boy still in Illyria's custody. And they were with Willow.

"Hi, Angel!" chipped the cheerful witch and got up from the floor on which she'd been sitting, remarkably graceful thinking of her huge tummy.

"Er… Hi, Willow." Angel eyed the scene with confusion. "What were you doing on the floor?" The three of them had indeed been on the floor when he got in, even Illyria.

"I was showing Connor how to cast a locator spell," admitted Willow with a sweet smile. "No worries, big guy. I didn't expose the youngster to any dark magic."

"Yet, I sense that you are capable of such trickery," said Illyria and gracefully (even more graceful than Willow) rose. "It could be of use to conquer…"

"We do not conquer things, Illyria." Angel sneered. "Try to keep that in mind, do you."

"Why not conquer?" asked the god king eagerly. "You have all this power," he waved his hand around the room," yet you do not use it. I think it's appalling, half-breed."

"Even if I could use my influence here at Wolfram and Hart, I wouldn't do it to conquer anything. I'm just not that kind'a vampire."

"Even a being of your intelligence could manage it."

"Hey, guys…" Willow began but was stopped by Illyria's vicious glare at her mentioning him as a 'guy'. She swallowed but decided to be brave. "Did you want something, Angel?"

"I think I know who's after Connor. His name is Cyrus Vail."

"Cyrus Vail?" Willow wrinkled her nose. "Who's that?"

"He's powerful. Has a huge demon empire and literally tendrils all over town."

"An insignificant worm." stated Illyria. "I will tear his body into thousands of pieces and scatter them across the universe."

"Then you will help us fight him?"

Illyria glared coldly at the hopeful vampire.

"Such assumptions are foolish and will be your undoing in the end."

"But will you help us?"

"I will."

* * *

Illyria held Vail by the throat in a tight grip, slowly choking the magician to death.

"Either you tell me what you want with Connor or my friend here will rip your throat out like a chicken," snarled Angel and moved in closer.

"You must understand that I didn't want to kill your son," coughed Vail and Angel could see Illyria react to the fact that Connor was his son. But the god king didn't lose his grip on his victim - who started to look somewhat anxious. "I merely wanted him - and you, to know what he's capable of."

"How do you know about Connor?"

"I built him." The warlock meets Angel's eyes. "When Connor was five, he got lost in a department store. He wandered off as his family was shopping. It scared the poor child nearly half to death."

"That never happened!"

"Yes. But he remembers it happening. He remembers screaming in the middle of the store. He remembers his mother rushing towards him. And he remembers his father sweeping him up in his arms."

Angel flickered with his eyes, meet Illyria's cold stare, and then looked at Vail again.

"You built his memories."

"I did." The magician's voice was barely a whisper. "He's one of my finest works."

"What do you want?" Angel lowered his head in defeat.

"I need someone dead," explained Vail. "His name is Sajan."

"Sajan…"

"I believe you've tousled with him before…" Vail was suddenly realised from the death grip by Illyria that seemed to have noticed that Angel had no desire to kill the warlock. The god king stepped away with a malicious glare at them both.

"Sajan is gone," said Angel between gritted teeth. "I trapped him in a box." He studied Vail as the man revealed the urn in which Sajan had been trapped. "He's trapped. Let him rot."

"Urns tend to break," said Vail. And I want finality to my affairs." The magician held up his hand and suddenly a shining box appeared in it. "Do you know what an orlon window is Angel? It's a fascinating little spell that allows warlocks such as myself to see the past as it once was. You have to be careful with it though. If it were to break near someone who's mind has been altered - then all of his old memories would come rushing back."

Angel took a step towards Vail, looking rather murderous.

"Careful, Angel!" Vail held up his other hand to stop the approaching vampire. "I gave Connor his happy memories. Are you certain that you can kill me - before I can take it away from him?" He laughed and walked up to Angel. "I built your son. I am not the sort of person that you want as your enemy."

Suddenly, before any of them could react, Illyria was at Vail's side. The god king lifted the magician up in the air, snatched his neck like a toothpick and catches the box in the same time.

The dead body of Vail hit the floor with a thump.

"What the hell was that?" Angel demanded to know, eying Illyria with frustration. "You could have jeopardized everything!"

Illyria cocked his head and regarded Angel coolly.

"You altered the memories of your friends. The memories of Charles Gunn, Wesley and Winifred Burkle." Tilting the head to the other side. "Why?"

"Because it's better this way. Because they're happier now. Because I love my son."

"You're their leader and yet you've deceived them?"

"I did it out of love." Sneering. "Something you obviously can't even begin to understand."

"Nor care." Illyria lifted his hand and brought the magical orb to the floor where it shattered into a million pieces.

Angel could only look on in horror. "No!!!"

**Tbc**


	13. Chapter 13

**13****. The Good That Men Do**

Fred doubled over when a rush of images invaded her brain and played out in front of her eyes. Darla. Connor. Wesleys' betrayal. Angels' disappearance. Cordelia. Angelus. Jasmine. Everything…

"Fred…?"

She turned around to face the concerned Xander, holding a hand to her aching stomach.

There was so much pain…

"Fred?"

"It's okay," she breathed with a sharp hiss. "Only a stomach ache."

Xander didn't really seem to buy in on that but thankfully enough he let is slip by with only a furrowed brow and a scrunched up nose.

"Right."

Then the scream reached their ears.

* * *

Buffy studied Wesley as the man did an excellent impression as a living statue.

"Wesley?"

The man blinked. Then blinked again.

"'m sorry," me mumbled and rubbed his nose – in a way that reminded Buffy way to much of Giles.

_Let's not go down that road, _She thought bitterly as she remembered her Watcher's involvement in Spike's death. _At least this time it worked. Not like when he and Robin Wood tried to…_

"Buffy?"

This time it was she who blinked confusedly at the ex-watcher.

"Sorry, Wes. Lost my train of thought there." She forced a tiny smile and noticed that he didn't buy into her act.

"U'huh."

"'nough about me," she decided and focused sternly on the man. "What happened just now? You just froze on the spot. Like you were hit with something."

A shadow of something dark flickered over the man's face and she could literally see him closing up against her.

"Nothing important," he said and shook his head. "It was nothing really, Buffy."

She didn't believe him but she didn't press the matter any further.

Then the scream reached their ears.

* * *

Gunn and Lorne stared in shock at each other; each one with his own painful expression as the memories flooded their minds.

Being an empath, Lorne especially suffered from having his memories stolen from him. In fact it was like someone had gutted him from the inside and out. Like a pig.

Gunn instinctively knew who was to blame for his stolen memories but couldn't quite muster up the anger or even the concern for what Angel had done. Ever since his involvement in Spike's death nothing really mattered to him anymore.

"I can't believe…" stammered the green demon and shook his head. "I can't… Why…?"

Gunn shrugged.

"I guess it was the price into this place. The golden ticket."

"But…"

"Listen here, Lorne," said Gunn warily, "We all played a part in all of this. We all agreed to come here. To work from inside the belly of the beast."

"But we didn't… Our **memories**, Gunn. He took away our memories…"

"Only the bad one."

Lorne stared in disbelief at his friend, not really believing what his ears were hearing. He was just about to open his mouth and voice his opinion when he had a sudden change of heart. It was better to speak directly to Angel. To get some answers. Yup, that's what he would do.

Then the scream reached their ears.

* * *

Connor remembered everything.

And he was mad.

Throwing yet another – probably very expensive, vase to the floor he quickly looked for another item to smash into pieces. It happened to be a exquisite urn from the late Ming – dynasty.

"Calm down," pleaded Willow and tiptoed around the sharp pieces of ceramics on the floor. "What happened?"

"Bastard!" yelled Connor and drove his fist through the wall, leaving a small hole.

"Who?" Willow blinked in confusion – then everything slowed down and she remembered the events that had taken her to Los Angeles all that time ago. Oh…

Oh, indeed.

"Connor…"

"My whole life is a lie!" he trumpeted and shook his head. "A fake version of what it's really like!"

"Angel must have had his reasons," she tried and was immediately cut off.

"Dad!" snorted the youngster. "Sure, let's not put the blame on him!"

Willow held back a sigh and ruefully thought that this would need some serious negating skills. And a whole lot of patience.

Another urn met is doom against the carpet.

A **whole** lot.

**Tbc**

Angel stared down at the broken orb and then lifted a hateful glare to the gloating entity.

"You…"

The being that resided in what used to be Spike studied the vampire with an almost invisible smile playing at the corners of its mouth. Then it tilted its head that reminded Angel all too much of Spike and everything shattered around the vampire in million pieces. Left was only a feeling of dread and a precognition of doom. His own most likely.

And interestingly enough – he didn't care.

"Your actions intrigue me," admitted the god king calmly. "You claim that it was for the love of your spawn that led you to do this, but yet you deceived him all the same. You weaved him an imaginary life in which he had no place and also kept him from your close proximity."

"I did what I thought was best for him," said Angel warily. "For **all** of us."

Illyria tilted its head to the other direction.

"Even Fred?"

Angel frowned and wondered briefly why this entity seemed so interested in Fred's doings. Was it possible that something of Spike resided…

_No…_

Angel shook his head. Spike was gone. Lost forever.

And all because of him…

"I did what I thought was best," Angel repeated.

He wasn't sure if he believed it himself.

Had his grand childe been the price for his son?

Had he sacrificed Spike just to keep up this charade?

Angel stared at the entity and couldn't say what was the truth and what was lie.

All he knew was that every good intention that he had was blown to bits by this superior creature.

And he hated it for that.

And he hated Spike.

He hated the dead vampire because in the end the other had been so much more than Angel could ever dream to be.

Spike had been… finished….

"I did what was best for everyone…"


	14. Chapter 14

**14. New Life, New Rules**

There was so much tension in the air that Buffy was convinced that you could cut a knife through it. Literally.

Ever since Angel and Illyria had returned from whatever mission they had been out on, she had slowly come to a realization that the others of the 'fang gang' avoided the vampire. Like plague.

"Is everything really alright?" she now asked Fred – who was doing her best to avoid Illyria's obvious interest.

The god king tilted his head as Fred sidestepped him for the seventy eleventh time and followed her with unblinking eyes as she walked over to a desk littered with paper.

"I'm okay," said Fred with a hint of exasperation in her voice. "Why wouldn't I be?"

"Well," drawled Buffy, carefully picking her words, "it's just that you seem to avoid Angel recently. A lot. Emphasis on a lot." Pause. "Actually you all do…?"

Illyria sent them both a calculating stare which had Buffy instantly on an edge. Obviously this creature knew all to well what was up with the 'fang gang'.

"I'm really sorry, Buffy," said Fred and looked away. "But this is something I can't speak about. Not yet anyway. And it is really Angel's duty to tell you what's going on."

"And will I like what he has to say if he decides to speak to me?"

Illyria picked up a syringe and studied it curiously.

"I don't know, Buffy." Fred sighed deeply. "I don't think so."

Illyria tried to jam the syringe into his arm – but it broke on contact.

"Oh," breathed Buffy with her focus on the scientist. "Bummer."

Illyria reached for a scalpel and as the two woman turned to look at him, he guided it to his face and pressed it against the skin. When he withdrew his hand there weren't even a scratch mark on the skin.

"Illyria." Fred walked over to the entity and took the scalpel away from him. "Please leave."

The god king studied the young woman with an unreadable expression, before tilting his head.

"As you wish."

And with that he left the room, quietly and gracefully.

Buffy hated how much he could remind her of Spike sometimes.

* * *

Illyria walked through the corridors. He thought that it was typical that the 'fang gang' and slayers to ignore him. He did not mind it when it was the others, but for Fred to do it brought about emotions inside of him that he refused to name.

The god king ruefully admitted these feelings to be a residue of the vampire that had inhabited the shell before him. Spike had obviously been a creature of strong emotions. Very strong emotions.

Rounding a corner, Illyria spotted the redheaded witch as she walked towards him with her head buried in a thick book – obviously totally unaware of the entity's presence.

"Red." He studied her reaction as he spoke the old nickname that Spike had used for the woman. There was shock as her head snapped up. Shock and pain and weariness.

"Illyria," she breathed and closed the book as she reached the god king that had placed itself in her path. "I thought that… well, weren't you with Fred and Buffy?"

"Fred did not wish my presence," admitted Illyria and felt a pang of something he couldn't name or really comprehend. Why would it bother him so that the human girl had such influence on him?

"I see." Willow gave the entity a quick look before she averted her gaze – but it was enough for the god king to snap up the pity in her eyes.

He hated it.

"Illyria," began the witch and brought his attention back to her. "I'm on my way to the kitchen to cook something… would you like to… er… join me?"

He tilted his head and regarded her offer for moments of silence. Then he slowly nodded – deciding that he was enough curious of this woman to spend more time with her.

Obviously pleased with his company, the witch began to walk down the corridor. And after a second, the god king followed her – a tiny smile playing on his lips.

She amused him; this petite redheaded woman with her sweet smiles and pleasant manors, and all the while she held so much power inside of her. Enough power to end this wretched existence if she choose to.

"Oh," breathed Willow and stopped in her tracks, making the god king come to an abrupt halt.

"What now, Witch?"

"I felt the baby move!"

"I do not understand. You felt what move?"

Willow took his hand and before he could yank it away, guided it to her tummy. She saw the look of utter shock in his face when he felt the tiny movement.

"What was that?"

"It's the baby," explained Willow and smiled. "You know; my offspring."

"You'll give birth to a being like Connor?"

"No… Not exactly. It's much, much smaller. But it will grow up. Just like Connor."

Illyria withdrew his hand and gave her a calculating glare.

"You know the truth," he said speculatively. "Yet you do not reveal it to the ones you call your friends." He noticed the guilt stricken look in the witch's face and gloated. "I realize that I haven't given you enough of credit." Pause. "You're indeed a worthy adversary."

* * *

Fred walked into the kitchen and found, to her utter surprise, Willow and Illyria busy with throwing different ingredient into a big casserole. The witch seemed to instruct the god king of how to best chop onions and the entity actually seemed to take after her. It looked… homy.

"No. No, no," corrected Willow suddenly and slapped Illyria and the hand. "You're doing it totally wrong! It should be chopped finely. Julienne."

"I did as you instructed, witch," the entity said clearly insulted of her actions. "It is you that has wronged – not me."

Fred blinked as Willow only fired of a smile at the irritated Illyria and he simply glared back.

For a moment he looked just like…

_Don't go there… _

Fred bit back on the sob that threatened to escape her lips and backed into the shadows to watch unnoticed as the two in the kitchen kept on bickering.

"_No!" laughed Fred and threw herself into Spike's arms. "I'm not kidding; I told you that you put to much sugar in the batch!"_

"_Dinnit," he denied and swung her round and round in a wide circle. "I followed the recipe down to the last dot."_

"_U'huh," she said skeptically. "That's why Lorne jumping around like a bunny rabbit singing I'm so high?"_

_Spike joined in on her laughter and started spreading soft kissed all over her face and neck – making her moan in pleasure._

"_Little sugar for you," he whispered as he dipped a finger in the batch of chocolate cake and brought it to her lips for a taste._

_And it tastes divine._

"_Mmm…" Fred licked his finger and met his burning gaze. "I like the way you taste."_

"_Oh, Fred…!"_

_Together they began feeding each other from the bowl; licking and sucking and laughing. Fred was in heaven and was convinced that if he didn't pull her down to the floor to finish their little 'game' she would literally dissolve in atoms._

"_Spike…!!"_

"Illyria!!"

Fred blinked and skyrocketed right back into the present when Willow squeaked in reaction to the god king's abuse of the cooking knife.

"You can't bend it like that!" There was a short sigh. "Well, luckily we don't need it anymore. All the ingredients is in and cooking already."

Illyria frowned.

"The ritual is ended?"

"Huh?" The witch stared at the entity in confusion. "Ritual? What ritual?"

"The ritual of preparing food."

"Oh." Willow blinked then shook her head. "No. It has to heat up first."

"I see." Illyria studied the casserole with curiosity. "Will this be enough to feed the masses? I have noticed that slayers consume impressively amounts of food."

"Their metabolism is rather high," admitted Willow with a tiny smile.

"Intriguing indeed," stated the entity and tilted his head. He reached out a hand and picked up an apple, examining the fruit with calm eyes. "This shell held appreciation for human food." Pause. "Other vampires do not – in such degree. Why was that?"

"I don't know," admitted Willow with sorrow in her voice. Then she lifted her gaze and noticed Fred in the shadows. "Fred!"

Illyria gracefully swung around and directed his gaze intently on the scientist – who immediately felt a pang of pain when she yet again was reminded of Spike.

"_When I look at you I see the future."_

"'m sorry," she mumbled and quickly left the kitchen.

_Will you leave me, Fred? Leave me like the others?_

* * *

Buffy stood in front of Angel as the vampire sat behind his desk, looking at her with an expression of patented patience.

"Angel, we need to talk."

"About what?" The vampire played with his pen doing his best to avoid her gaze. And succeeding. To Buffy's great dismay.

_Annoying vampire…_

"Care to tell me why almost everyone… no, make that **everyone** on your team seems to avoid you?"

Silence.

"Angel?"

Another long stretched silence.

"Why can't you tell me…?"

"Yeah, why can't you tell her?" sounded a sarcastic voice from behind her and as she swung around she noticed Connor standing on the doorstep. The youngster seemed to direct quite the hateful glare in the vampire's direction.

"Come on, dad," de drawled the word 'dad' out, "tell her."

Buffy's world came to an abrupt halt.

"Dad?" she focused on the silent vampire and when she saw the regret in his eyes she knew that Connor had told the truth. Somehow… Angel was a dad.

"Angel?"

"'m sorry that I haven't told you, Buffy." Angel met her gaze and then looked over her shoulder at Connor. "And I'm sorry that I did all those things to you, Connor." Pause. "But I actually thought I was doing the right thing. For all of us."

"Did you now, Angel?" asked a bitter voice and Buffy blinked in shock as Fred stepped into the office. With the rest of the L.A team in a tow.

"It would have been nice if you asked us what we wanted," said Wesley between gritted teeth.

"You stole our memories," accused Lorne and looked like he lost every ounce of faith for their leader.

"Was Connor's new life a part of the deal to take over Wolfram and Hart?" asked Wesley. "Was we the price so that your son could have a… 'normal' life?"

"Was Spike the price?" spitted Fred vehemently. "Was he?"

"Fred…" Angel's voice was filled with sorrow and pain and Buffy felt a moment's compassion with him. Then she couldn't help to think that maybe Fred was on to something. She turned around to the vampire.

"Spike?" She drew in a deep breath. "Are they right? Was Spike… was he the price for your son?"

"No."

Angel's answer came so fast and so unhesitant that Buffy immediately believed him. He hadn't known that Spike would return from the amulet – now had he? Otherwise he wouldn't have volunteered to wear it himself in the first place. No, Spike's death had been a totally different event. But she had a sneaky suspicion that Angel withheld something about the other vampire's death as well.

"Angel…" Fred shook her head, tears welling up in her eyes. "How can we ever trust you again?"

"_Angel… How can we ever trust you again?"_

Angel met the many stares from his friends and felt like the lowest order of scumbag. Like he wasn't even worthy to be dirt under their shoes. Like his actions when accepting to be CEO of Wolfram and Hart actually had led to Spike's ultimate death.

Had Spike been the price…?

Angel met his son's unwavering stare and wished desperately that a miracle would happen to make the young man not hate him so much.

"_Angel… How can we ever trust you again?"_

"I'm sorry," he told them now with earnest. "I did what I thought was best and I screwed things up." He shook his head. "All I wanted was for Connor to have a normal life. A happy life." He looked pleadingly at the young boy. "I love you – even if you never believe it. I love you so much."

"You have a funny way of showing it."

"Give the fellow a break," said Xander suddenly behind Wesley. "He obviously made a bad call – but he did it out of love." Eying the group. "Can anyone of you honestly say that you haven't done similar things for the sake of love?"

That statement was followed be an uncomfortable silence.

Angel met Buffy's gaze and silently begged her for forgiveness.

And she gave it.

Angel then watched the rest of the group and saw reluctant understanding in their eyes. Maybe things would settle themselves after all.

New life, new rules…

**Tbc**


	15. Chapter 15

**15. I, Illyria**

For a team consisting of people that not really trusted each other, the gang did a great job at acting like they did.

When Fred studied the weary faces of her friends she couldn't help but to think back at the old days. Before Wolfram and Hart. Before Illyria. Not that those days had been a fairytale, but it had been a hell of lot easier.

Fred didn't fool herself into believing that Angel was the only one to blame – they all had in one way or another played a part in this whole fiasco. Even she…

She dared a quick look in Illyria's direction.

Illyria was busy examining the pile of baby clothes that Willow had purchased that very same day. He seemed totally intrigued by a pair of tiny red shoes.

"What use could such a small creature have in this existence?" asked the entity slowly.

"Don't Old Ones spawn?" asked Willow curiously and buried her face in a blue baby sweater.

"Some do," the god king revealed with a frown. "Not all." Abandoning the shoes for a bottle. "And their offspring is of tremendous size from birth."

"Oh…" Willow gulped and then looked down at her stomach. "Thanks for the scenario."

_I envision kids in our future. Don't you?"_

Angel peaked down into the hole, anxious to see what had happened to his son. And then Connor, barely conscious and filthy, was thrust up into his arms. Angel pulled his son to the side, brushing the boy's hair back and muttering in a strange mixture of horror and relief. Fred and the others rushed to his side.

Buffy reached down into the hole as soon as Angel had pulled Connor away. A hand grasped her wrist, and she pulled Illyria to the surface. He sat on the edge of the opening, and was looking rather dirty. The god king didn't seem too pleased with that. And soon enough he cleansed himself in front of Buffy's eyes.

"How did you do that?"

He gave her a quick glance.

"I simply modified my features so that my exterior is clean. It's a simple modification of my shell."

Angel had heard their conversation, but was mainly focused on his son.

"Illyria pulled me into another cave," said Connor. "He kicked right through the stone and yanked me around a corner so fast I could hardly breathe. The debris from the blast went right past us. Mostly." The boy was shouting. And his hero worship of Illyria was quite obvious.

Illyria rose and gave the youngster a quick smile. Then, to everyone's surprise, the god king bowed his head in admittance.

"The boy has courage. He would most certainly found favor in my court." He noticed the others stares and straightened himself. "As my pet, of course."

"Wow," breathed Connor. "You're so cool."

"Hey!" protested Angel. "I'm cool too!" He muttered between clenched teeth. "Oh, everyone just loves the evil god king."


	16. Chapter 16

**Ch16. Divide and Conquer**

Fred could feel it in the air.

Something was coming and it wouldn't be of the good.

But she was ready for it. Had been for a long while now.

_Will you leave me, Fred? Leave me like the others?_

"Fred?"

She turned around to face Willow, a smile plastered on her lips. The other woman seemed almost shy for some reason.

_Funny_, Fred thought, _that with all those powers she can still pull the look-how-innocent-I-am-look._

"Yes, Willow, what is it?"

"Angel has called for another meeting," the witch said with a tiny smile.

Fred sighed and looked down the hallway, in the direction of the training rooms. She guessed that her confrontation with Illyria had to wait.

"Are you coming, Fred?"

"Yeah."

Fred turned around and started following Willow down the hallway.

_Will you leave me Fred? Leave me like the others?_

Buffy stumbled away from the entity, bringing a hand up to her bleeding lips.

It hurt. It hurt like hell.

Raising a fiery gaze to the gloating Old One, she spit out blood on the floor.

"A good hit," she wheezed and pushed forward a tiny smile.

Illyria tilted his head to the side, curiously studying her with those vacant eyes of his. And something inside of the Slayer cracked and fell apart.

_What can I tell you, baby? I've always been bad._

There was absolutely nothing left of the man she had loved. Nothing at all. Not even his undeniable passion for the fight. The lust for a good rumble.

_I always knew I would go down fighting._

And in her deepest wishes and hopes, she really would like to believe that he had.

"Buffy?"

The Slayer blinked and turned towards the door, to meet Xander's concerned gaze.

"Angel has called for a meeting. He wants everyone there." A look at Illyria. "Everyone."

Buffy nodded briefly and walked over to her friend, very well aware that the god king followed her every move with cold eyes.

_I wasn't planning on hurting you. Much._

Buffy ducked her head and left the room.

She thought that she also left something vital of her self behind.

When Angel looked back, he wanted to smile – when there really wasn't anything to smile about. He figured that the urge came from some deep, unexplainable feeling of despair and loss.

He had lost so much. So many lives…

Doyle.

Cordelia.

Spike.

The countless, and sometimes nameless, faces that had passed through his life – each one of them sacrificing something for the good cause. Their lives the price for the safety of many.

_Had Spike been the price..?_

Angel walked the silent and abandoned corridors of Wolfram and Hart, contemplating on the events that had lead up to this moment.

He was about to ask his team and friends to jeopardize their lives in the fight against the Senior Partners – starting with taking down every single member of the Black Thorne.

The task at hand was a dangerous one indeed, and Angel feared that it would be their last.

Truth be told – he didn't really expect anyone to come out of the upcoming fight alive.

Well, except for Illyria maybe. Somehow Angel was certain that the god king would stand tall through anything. A trade without any doubt inherited from Spike.

_Spike._

Angel came to a halt in front of the office door, knowing all to well what waited on the other side. But after collecting every ounce of strength that was left in him, the dark haired vampire straitened his shoulders and opened the door. And met Fred's sad eyes.

_Let's go be heroes._

Buffy stared at Angel as he delivered his final blow.

"I've seen the faces of evil. I know who the real powers of the apocalypse are."

"What exactly are you saying, Angel?" asked Xander with a frown.

"I'm talking of killing every single member of the Black Thorne. You decide for yourselves if it's worth dying for."

The team exchanged looks, every one of them with his or hers own painful doubt and flickering hope. Even Buffy felt a tiny tinge of something spark inside of her in the face of such possibility. This could actually be the apocalypse to end all apocalypses – if they survived.

"We will make trophies of their spines," said Illyria suddenly and by that was the first one to shows approval of Angel's crazy plan.

"I'm in," nodded Xander and smiled ruefully.

One by one the others gave their consent and Buffy's eyes met Angel's. The two of them shared a look of total understanding.

_For Spike…_

"May I suggest," Angel said silently, "that each and one of you do the best of the time that's left. Make it count."


	17. Chapter 17

**Ch17. ****Shadow comfort**

Buffy was in Spike's apartment with Illyria. She wasn't with Dawn, or Willow or Xander. She was with Illyria. It didn't seem right. Her last day alive and she was with the thing that had destroyed the man she'd loved. Did that strike as the oddest thins she'd ever done? Possibly.

"You want to be with Spike."

"No, Illyria," Buffy sighed. "I only want my life back."

"The life you had with him?"

"I'm not sure."

"I could assume his shape, make him come alive again this once for you. But you would never ask me to." He sounded resentful.

"Is that what you want, Illyria? To be Spike?"

The demon looked away.

"I am unsure."

That wasn't an answer. It wasn't even the beginning of an answer, but it would have to do.

"Do it, then. Be Spike."

Illyria's eyes found her. They were questioning. It wondered why Buffy would agree to something she vehemently protested less then a week ago. Buffy didn't know the answer to that. She just knew she had to see Spike one last time.

"Just for a minute or so. Don't talk. Just…"

"I understand."

_No,_ Buffy thought sadly, _you don't. You can't. Ever._

In an instant the demon changed its demeanor, gone where the body suit and those cold eyes. It truly looked like Spike. And for a brief moment, Buffy could almost pretend it was her lost lover moving towards her with such grace.

"Spike?"

It really did look like him. Like he had looked that day in the Hell mouth - right before he died. His hair was perfectly bleached and gelled. His clothes were black jeans, black T-shirt and of course that duster of his. It was Spike. Right down to those piercing blue eyes…

Buffy turned away. It was Illyria, not Spike. She knew that, yet, she still needed to pretend, if only for a little while.

"Spike… I can't really believe that you're here. Well, you're not really here, but… I should say something. I don't know what, but I - I'm sorry, okay? I'm sorry that I couldn't save you. I wanted to, Spike. I really did. You thought that I lied when I said that I loved you - but I didn't. I really meant it. I don't know what else to say, what to do…"

Buffy knew she was rambling. Spike would never let her ramble. He'd interrupted with some snide remark. Illyria-Spike didn't say a word.

"You're dead, ya know? You're dead and I killed you. I asked you to stay, remember? You told me that you should have left, that the First still had plans for you, but I stopped you and you stayed. I knew that you would stay with me if I asked. You loved me. And I loved you. I didn't want you to go, so you stayed. You stayed and you died. I killed you, Spike. I didn't mean to. I really didn't. I asked you to stay, so you stayed. You died because you stayed."

Her manner of speech was quick, almost frenzied. But she didn't care if the demon had lost it tracks. The words she spoke weren't for Illyria's ears.

"I haven't been right since you died. And I don't know why. I shouldn't be missing you as much as I do. You were stubborn and stupid and generally a pain in my ass. But you were always there, ya know. And now when you're not - I feel cold and empty and I can't stand it! You're in my head. I hear your voice all the time and I cant stop thinking about you because you won't shut up!"

The demon remained silent. Buffy wanted so much to hear Spike's voice, his true voice, and yet, she didn't want Illyria to respond. That would break the illusion.

"I look at Illyria and all I can see is you."

She stopped pacing, and, for the first time during her long rant, she looked at Illyria-Spike.

"And all I can think of is that day in the Hell mouth. I destroyed you. You're gone. You're not coming back and I can't, I can't… I'm sorry, Spike. I am so sorry. Please forgive me!" she raged against the still form in front of her. "Tell me that you forgive me!"

Illyria-Spike put his hands on either side of Buffy's face and leaned over to kiss her. And she kissed what remained of her former lover. She didn't know why she did it. Illyria wasn't Spike - it could never be Spike. But the kiss was gentle, painful, mournful; an empty apology to someone who no longer existed.

The demon made no further move, and when Buffy felt how cold those lips were, a lone tear trickled out of her eyes and down her cheek.

She suddenly heard the door opening, and breaking the embrace, she saw in the corner of her eyes, a pale Fred looking back at her with pain written all over her face.

"Oh God, Fred…" she stepped back from Illyria, who was studying Fred intensely. Was it regret that Buffy saw in the demon's face?

"Change back," she ordered hoarsely, her voice shaking with emotions. "Now."

Illyria was silent for a moment, still not letting his gaze of Fred, before murmuring, "As you wish."

He changed back to looking like the god king and Buffy sighed with relief. Then she focused on the shocked woman by the door.

"It's not what it looks like, Fred."

"Really?" was the weak response.

"I wanted to… See him one last time - that's all," Buffy explained. "To say goodbye."

"Was it as you imagined it to be? Tell me, Buffy, did you get what you wanted?" Fred smiled weakly. "It's not really him you're saying goodbye to. It's your memories. And don't even think for a second that this creature care about your feelings. He couldn't."

And with that, she turned her back on them and left the room.

Buffy let out a moan and gazed over at Illyria only to see the god king stand still with his eyes locked on the spot were Fred had been standing.

"Illyria?"

The demon turned his head to her in a jerky way.

"Oh God, you love her don't you?" asked Buffy and gasped for air.

"I do not love," he responded coldly. "You're mistaken, Slayer."

Was she? Somehow, Buffy doubted that. And that revelation spooked her more than anything. Cause if a vampire like Spike could love another being so blindly - how would a god king show his love?


	18. Chapter 18

**Ch.18 Making It Count**

Willow left the bed and Kennedy behind and sauntered over to the window, plagued by memories of the past and visions of the future.

Studying the grey skies outside she heaved a deep sigh and laid a trembling hand on her big belly.

"How're you doing in there, little one?" she asked silently. "Afraid?"

"Is the baby kicking?" asked Kennedy sleepily from the bed.

Willow shock her head and sent her lover a quick smile over her shoulder. "No."

"Come back to bed, honey," pleaded the tired slayer and held out a hand. "We both need the little rest there is." She furrowed her brows. "Willow, I don't want you to take any uncertain risks tonight, okay? The baby…"

"Will be safe," promised Willow and walked over to the bed. She leaned down and planted a soft kiss on Kennedy's forehead. "I promise."

And Willow would make sure of it.

Xander sat next to Dawn and tried to come to turns with how in the heck he could be sitting there – watching re-runs of 'Passions'.

He thought it had something to do with her stupid puppy eyes and trembling lips as she whispered that it had been Spike's favorite series and that she wanted to feel connected to the departed vampire one last time.

_Spike._

Even dead, the blonde vampire was a nail in the coffin. But Xander admitted to himself that, reluctantly off course, even he couldn't bash down at the Big Bad any longer.

Spike had sacrificed himself in order to save the world. The guy deserved some respect for that at least.

"I miss him." Dawn's voice broke through his inner ramblings and Xander blinked with his one remaining eye.

"Huh?"

"Spike. I miss him." She wiped away a tear in the corner of her eye. "And I hate myself for not making things better between us before he died."

"There's no way you knew he would die in the Hellmouth," Xander said and laid a heavy hand on her shoulder.

"But I think I did," she surprisingly admitted and had Xander floored.

"What?"

"It was there. In his eyes. Those last moments in the house. On the bus." Dawn sniveled pathetically. "I think he knew that he would die." Pause. "And he stayed anyway."

"For Buffy."

"No," Dawn said forcefully, "for the world."

Xander took that in, feeling a sense of guilt when he thought how they all had treated Spike in the past. Heck, Giles had even conspired with Robin Wood to kill the vampire.

The irony that the same vampire was their ultimate savior was not lost to Xander.

"And that's what we gotta do, Xander." Dawn took a deep breath. "We gotta stick through to the end. To save the world."

"To save the world…"

Angel stood on the rooftop, overlooking the city, when he suddenly became aware of a presence behind him.

"I thought I told you to stay out of this."

"Hi to you too, dad."

The vampire turned to face his son, letting his eyes roam over the youngster – as if to memorize every single cell for the time to come. Fearing that he never would be able to build a bridge over the vast gap that separated them.

"Connor…"

"I know," his son said with a dry smile. "This isn't my fight, right? The thing is; it kind'a is." Stepping closer. "This is after all my world as well. My life we're talking about. And I want to be a part of the fight to save it."

"All I ever wanted was for you to be safe," whispered Angel.

"I know." Connor laid a hand on Angel's shoulder. "I get that now, dad. I really do."

"I…"

"Illyria told me awhile back that you were only battling illusions and fantasies. For a short while I actually believed him," admitted the young man. "But then I realized something. If that was all you were fighting – why would the others be so willing to follow you? Die for you?"

_Doyle._

_Cordelia._

_Spike._

"Why would the Senior Partners go through all this trouble to get you out of the way? Illyria was wrong about that, dad."

"Who knew?" Angel shrugged. "It seems as if the all powerful Illyria isn't that all knowing after all." Tiny smile. "I get your point, son."

"Good." Looking over Angel's shoulder and out over the city- "So, how about kicking some ass?"

"I could go for that."

Fred turned away from the window only to be face to face with Illyria.

The god king had somehow silently entered the room and positioned itself only a few inches away from her without her knowledge.

"You think this is the end," the entity said blankly. Unemotionally.

"Isn't it?" asked Fred and meet his cold eyes. She gestured towards the window. "The Senior Partner's will do everything in their power to make us pay for what we're about to do."

"Insignificant worms," stated Illyria and tilted his head as he studied the slender woman before him. "In my time they would have been long dead by now. Crushed under my feet like the scum they are."

"Illyria…" Fred hesitated.

"Yes?"

"I need to ask you a favor."

"What?"

"Can you look after the others? Can you keep them safe?"

The Old One regarded her almost curiously, as if he tried to see deep down into the reaches of her – and obviously succeeding.

Drawing back, he straightened his posture and nodded imperiously.

"I will do what you ask," he said slowly. Then he turned around and seemed about to leave the room.

"Wait! Fred reached out a hand to stop him.

As Illyria turned around, she put her hands on either sides of his face and brought his head down so that she could caress his lips with her own.

It was a strange kiss. Neither passionate or the opposite. It was more of that sort of kiss you'd give your dead lover when you say your last goodbyes' before the casket is closed forever. It was a kiss of departure.

_Will you leave me, Fred? Leave me like the others?_

This time, Fred actually believed it herself.

"I'm sorry," she whispered as she drew away.

Illyria stared down at her, his expression blank and then he was gone – the door closing behind him.

_Oh God, Fred, why can't I stay?_


	19. Chapter 19

**Ch. 19 Parting Gifts**

Xander walked in to the room, axe over his shoulder and a grin plastered over his features. Behind him came Gunn, also him carrying an axe.

"Honey, we're home," said Xander and got the immediate attention from the many vampires crowding the room.

"Let's get this show on the road."

And the fight was on.

Willow stood besides Wesley and stared at the baby that smiled up at them, kicking its small legs and seemed generally sweet and innocent. And he was.

He was an innocent – and he needed to be saved.

"Alright, little one," cooed Willow and bent down to pick up the baby into her caring arms. "Let's get out of here."

She turned around to leave, and found herself facing a crowd of hooded demons.

"Get out of here," said Wesley and raised his sword. "Save the baby."

And that's just exactly what Willow did – leaving the ex-watcher behind.

Angel smiled when the elevator doors opened and Hamilton stepped out. The suited moron had no idea what was coming to him.

"Hey, Hamilton, knitted together any evil schemes lately?"

The liaison came to a stop and regarded Angel with raised eyebrow, seemingly unconcerned that the vampire obviously was on to him.

"Angel," he said with a slight nod. Looking behind the vampire. "Where are the rest of your 'peeps'?"

Angel nodded over the other man's shoulder.

"He's all I need."

Hamilton turned around – and was sent to the floor from a powerful blow.

"Oh, hey," said Connor with a big grin. "Judgment day is here."

Buffy and Dawn stood at the sides, watching Illyria take apart the final members of the Black Thorne with a kind of ruthless simplicity that both impressed and revolted them.

"He's beautiful," whispered Dawn without letting her eyes waver from the god king.

"He is," admitted Buffy and sneered slightly. "As well as he is an abomination."

_What can I tell you, baby? I've always been bad._

Buffy shock away the painful memories and looked at her sister.

"Come on," she said slowly. "We have somewhere we have to be."

And they turned and left.

Fred stood in the alleyway, waiting for the others to arrive.

Behind her stood a band of slayers and Andrew.

The time to make an impact had come.

_Are you with me, Fred?_

She was.


	20. Chapter 20 Epilogue

**Epilogue:**** The alley**

They hade done it. They had destroyed the Circle of the Black Thorn.

Most had survived. That in self was a marvel. Some, like Gunn and Kennedy, were more wounded than others. Others, like Lorne, Xander and Wes, were gone completely.

The remaining ones looked proud, resigned to their fate. It was strange how such weak creatures could have such strength, Illyria thought ruefully. But were they strong enough to meet what laid ahead of them now?

The demon stared at the approaching army. Yes, the Wolf, the Ram and Hart would have their revenge.

Illyria gazed over at his fellow warriors. Angel, Buffy, Connor, Willow, Dawn and Fred had survived thus far, and the god king had an unnatural desire not to see them die. It was the shell that was affecting him so.

Perhaps it would be a blessing to be vanquished this night before Spike's feelings could infect him any further. But yet he couldn't leave. He had nowhere to go. His place was with these brave warriors. With Fred. And what greater way to rejoin them to fall in battle?

Illyria looked to the vampire and saw him smiling.

"What now, half-breed?"

"We fight."

"That's not much of a plan," gasped Gunn. "How 'bout giving us the specifics?"

"Well, I was thinking I kind'a like to slay the dragon. Let's go to work."

And the sword fell.

TBC-

END NOTES: There will be a prequel – as well as a sequel to this story, as soon as I have the time and effort to actually write them. Can't very much leave thing like this now can I? Without letting the true faith of our heroes be known…

- aerin


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